Hwa Hong responds to SGX queries on resignation of independent non-exec director
Paige Lim
PROPERTY company Hwa Hong Corporation on Thursday (May 5) responded to queries raised by the Singapore Exchange on the resignation of Mak Lye Mun as its independent and non-executive director, effective from May 1, which the company had announced on Wednesday in a bourse filing.
Mak will also be stepping down from other positions including that of board chairman, chairman of the nominating committee, member of the audit and risk committee as well as member of the remuneration committee.
On Wednesday, Hwa Hong Corporation said the reason for Mak’s cessation as independent and non-executive director was due to a “disagreement with certain board members on the selection and appointment process of 2 new independent directors.”
In response to SGX’s queries on an elaboration of the reason, as well as the process which the company has in place regarding the selection and appointment of new directors, the company said on Thursday: “The selection for suitable candidates is conducted through contacts and network of the board and where necessary, external recruitment companies may be engaged at the company’s expense.” The company also maintains a “ready” pool of potential independent director candidates which it may tap into, as and when required, it added.
Following the conclusion of the company’s annual general meeting (AGM) on Apr 18, the company said there had been changes to the constitution of the company’s board, with Mak being the only independent director left on the board. The nominating committee also comprised only Mak. “The board was keen to fill the vacancies created after the AGM, in particular to bring the number of independent directors up so as to be able to form the respective Board committees, including the nominating committee,” the company said. The company added that out of 5 potential candidates, the board members had shortlisted 2 potential candidates for interview. They had accordingly called for a board meeting to be held sometime this week, to put forth 2 potential independent directors for consideration and appointment.
According to Hwa Hong Corporation, Mak’s statement of disagreement with “certain board members” refers to the current board members of the company, with the exception of Huang Yuan Chiang. “Mak had requested the deferment of the board meeting as himself and Mr Huang were travelling for 2 weeks and will not be able to dial in or attend the Board Meeting remotely,” the company said.
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Mak was also of the view that the board should consider more candidates, and “accord more time to the process of considering the appointment of the aforesaid 2 potential independent directors,” it added.
However, the remaining board members - David Ong Eng Hui, Ong Mui Eng and Ong Eng Keong - were of the view that the board meeting should proceed. They cited reasons such as that the filling of vacancies in the board and the position of acting group managing director would allow the company and management to focus on the day-to-day running of the group’s business “with confidence”, and also that the 2 independent directors selected were deemed to be “suitable and high calibre” candidates.
The company has since appointed Ong Eng Loke as non-independent executive director and acting group managing director, following his cessation as an alternate director of Ong Mui Eng.
It also announced that Ong Mui Eng has tendered his resignation as a non-independent and executive director of the company, effective Jul 31, as part of the company’s succession planning.
Shares of Hwa Hong Corporation closed flat at S$0.29 on Thursday, before the announcement.
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