MC Payment's sponsor, board disagree on suitability of proposed directors

Vivienne Tay

Published Thu, Jun 24, 2021 · 04:12 AM

MC Payment's sponsor and board nominating committee (NC) have disagreed over the suitability of the directors controlling shareholder Ching Chiat Kwong is proposing to add to the board, including himself.

The four other directors are his son Shawn Ching, Harry Ng, Rothschild Chee and Tan Chee Keong.

While the NC does not recommend their appointment due to matters surrounding industry and boardroom experience, the company's sponsor has deemed them suitable on grounds of potential opportunities and greater board diversity.

The sponsor also noted that it previously considered Mr Shawn Ching and Mr Ng suitable to take on non-executive and non-independent director roles after the company completed its reverse takeover (RTO). Shareholders had also voted in favour of his appointment at the extraordinary general meeting (EGM) held in connection with the RTO.

In its second circular posted on Thursday, MC Payment's NC deemed Mr Ching, his son and Mr Ng unsuitable as they did not disclose events concerning Pindan, a troubled Australian construction company wholly owned by Oxley Holdings.

Mr Ching Chiat Kwong is Oxley's chairman and chief executive, Mr Shawn Ching is group general manager, while Mr Ng is Oxley's lead independent director.

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However, MC Payment's sponsor holds the view that information related to Pindan as at Thursday generally reflects general business challenges and "does not cast doubt on the integrity and character" of the trio.

The NC also did not recommend Mr Shawn Ching, Mr Chee and Mr Tan over concerns surrounding their boardroom experience and knowledge of corporate rules, regulations and governance.

Regarding Mr Chee and Mr Tan, the sponsor said directors with no prior experience as a director of an SGX-listed company must undergo training as prescribed by SGX. Based on current information available, it is also unaware of adverse information relating to both of them.

On the matter of industry experience, the NC said Mr Ching Chiat Kwong "unfortunately has little knowledge of and expertise in digital business."

Mr Chee's and Mr Tan's experiences in the payments space were also deemed by the NC to be "largely limited" to their respective fields of online payments and payment card businesses.

Mr Chee is the former chief commercial officer of online payment company Red Dot Payment, while Mr Tan is the head of payments consulting at American Express. Mr Tan previously held various payment and commercial card-related senior positions at Citibank.

The NC said the digital landscape has "drastically changed" and the days of point-of-sale terminals and online payments have given way to the new world of digital data composites, data analytics, blockchain and artificial intelligence.

However, the sponsor believes the company would be able to tap Mr Ching Chiat Kwong's business experience as well as broad network and connections. It also did not note any negative market feedback on his capability and integrity.

It added that Mr Tan's and Mr Chee's experiences would provide the opportunity for a greater diversity of views and "robust discussions" on MC Payment's strategy and future plans in the fintech industry.

The appointment of the five proposed directors will be put to a vote in an EGM held at 2.30pm on June 30.

MC Payment's board continued to hit back in the second circular at Mr Ching Chiat Kwong's statements over the boardroom tussle, saying that they contain "numerous unsubstantiated claims and inaccuracies".

Mr Ching Chiat Kwong's claims surround the conduct of the April 28 annual general meeting, the company's "unfair" treatment of him, the support he gave Artivision, his allegation that the company withheld information, as well as MC Payment's discussions with NGSC Limited.

It also said the company has been forced to incur substantial time and costs to respond to Mr Ching Chiat Kwong, as his solicitors have issued at least "31 letters and/or emails running into at least 120 pages to the company" and drawn MC Payment into the media's limelight on two occasions, which have demanded responses from the company.

Shares of Catalist-listed MC Payment closed at 45 Singapore cents on Thursday, down seven cents or 13.5 per cent.

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