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| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Jul 31, 2024 18:16 |
| Status | New |
| Announcement Sub Title | Appointment of Independent Director |
| Announcement Reference | SG240731OTHR8XCX |
| Submitted By (Co./ Ind. Name) | Ler Ching Chua |
| Designation | Company Secretary |
| Description (Please provide a detailed description of the event in the box below) | Appointment of Ms. Kay Pang Ker-Wei as Independent Director. |
| Additional Details | |
| Date Of Appointment | 01/08/2024 |
| Name Of Person | Kay Pang Ker-Wei |
| Age | 48 |
| Country Of Principal Residence | Singapore |
| The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process) | The Board of Directors of the Company has reviewed the qualifications, experiences, suitability and independence of Ms. Pang, and accordingly the Board has approved the appointment of Ms. Pang as an Independent Director. |
| Whether appointment is executive, and if so, the area of responsibility | This appointment is non-executive. |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Chairman of the Remuneration Committee. Member of the Nominating Committee. |
| Professional qualifications | LLB (Hons), UK 1998 Barrister-at-Law, UK 1999 Singapore Advocate & Solicitor, 2004 Stanford Business Innovation, 2014 INSEAD IDP, 2017 MIT Blockchain, 2018 Oxford Mini MBA, 2022 |
| Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries | No |
| Conflict of interests (including any competing business) | No |
| Working experience and occupation(s) during the past 10 years | NERA TELECOMMUNICATIONS LTD (December 2022 to present) Chairman of Remuneration and Nominating Committees Member of Audit Committee AVEVA GROUP PLC (March 2024 to present) Vice-President, APAC Legal VMWARE INC (2018 to Feb 2024) Senior Director, Global Compliance Officer CLOUDERA INC (2016 to 2018) Director, APAC Head of Legal HEWLETT PACKARD ENTERPRISE (2008 to 2016) Director, APAC Head of Legal - Enterprise & Software |
| Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6)) | Yes |
| Shareholding interest in the listed issuer and its subsidiaries? | No |
| # These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8). | |
| Past (for the last 5 years) | VMWARE INC (2018 to Feb 2024) Senior Director, Global Compliance Officer |
| Present | NERA TELECOMMUNICATIONS LTD (Dec 2022 to Present) Chairman of Remuneration & Nominating Committees Member of Audit Committee AVEVA GROUP PLC (March 2024 to Present) Vice-President, APAC Legal Singapore Heart Foundation Board Member and Honorary Legal Advisor (Sep 2023 to Present) |
| (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? | No |
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? | No |
| (c) Whether there is any unsatisfied judgment against him? | No |
| (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? | No |
| (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? | No |
| (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? | No |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? | No |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? | No |
| (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? | No |
| (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :- | |
| (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or | No |
| (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or | No |
| (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or | No |
| (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? | No |
| (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? | No |
| Any prior experience as a director of an issuer listed on the Exchange? | Yes |
| If Yes, Please provide details of prior experience | Ms. Pang is an independent Director of Nera Telecommunications Ltd since December 2022. |
| Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable) | Ms. Pang is an accredited director of the Singapore Institute of Directors (SID). She has undertaken the INSEAD International Directors Program (Certified) in 2017 and the SID Listed Entity Directors Program (1-9) in 2023. |