GHY Culture & Media defends appointment of watch-listed group adviser's wife, calling her a 'separate and independent' party

Published Tue, May 18, 2021 · 07:12 PM

ENTERTAINMENT and content provider GHY Culture & Media Holdings on Tuesday defended the appointment of Lian Lee Lee as deputy chief executive officer, saying that she is separate and acts independently of her husband John Ho, who is the group's substantial shareholder and group adviser.

This was in response to queries by the Singapore Exchange Regulation (SGX RegCo) on May 14. The move was also questioned by corporate governance advocate Mak Yuen Teen, an associate professor of accounting at the NUS Business School.

Back in 2011, Mr Ho was placed on the directors' and executive officers' watchlist by the SGX RegCo, following a reprimand against Catalist-listed company Scorpio East and several directors including Mr Ho for breaching listing rules and other corporate governance failures. Mr Ho was then the CEO and executive director.

According to GHY, Mr Ho provided an undertaking that he will not procure any of his nominees to be appointed as a director or executive officer as long as he remains on the watchlist.

GHY upheld its decision to appoint Ms Lian as deputy CEO, claiming on a technicality that she is an "associate" of Mr Ho's and not a nominee.

"It would not be reasonable to restrict the ability of Mr Ho's immediate family members to be appointed as directors or executive officers of the group solely on the basis that he is named in the SGX-ST's watchlist," wrote GHY in its response.

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"Each of Mr Ho's associates, whilst his immediate family members, are separate and independent persons and are not his nominees or representatives, and should not be deemed to be his nominees or representatives solely by virtue of the fact that they are his immediate family members."

The company went on to highlight that Ms Lian has "demonstrated that she acts independently" by emphasising her 25 years of experience in the media and entertainment industry in the region, where she took on leadership positions in various companies.

"These leadership roles and responsibilities would require Ms Lian to exercise independent decision-making," said GHY.

GHY also said that all appointments to senior management are evaluated "at length through a robust and comprehensive framework", describing its three individuals in the nominating committee - Yeo Guat Kwang, Guo Jingyu and Dr Jiang Minghua - as "reputable and experienced".

The company disclosed that it received only two applications for the role, including Ms Lian's, even after having "actively reached out to recruiters and posted online job advertisements" for the position.

"Ms Lian's professional experience and independent judgment should not be overlooked, or be deemed to be affected by virtue of her being the spouse of Mr Ho," said GHY.

Ms Lian was previously the executive director of subsidiary GHY Culture & Media (Singapore) since November 2019. Before that, she was events director of Bestin Entertainment.

In an earlier post on his website, NUS Business School's Mr Mak questioned the appointment as to whether it abides by the spirit of the undertaking and assurance given in the prospectus by Mr Ho and the nominating committee.

This comes as GHY had just listed on the SGX Mainboard in December 2020.

The counter closed at 70.5 Singapore cents on Friday, up 0.5 cent or 0.71 per cent, prior to the responses to SGX.

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