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Change - Announcement Of Re-Designation Of Independent Non-Executive Director To Non-Independent Non-Executive Director
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Oct 30, 2024
| Announcement Title | Change - Announcement of Appointment |
| Date & Time of Broadcast | Oct 30, 2024 18:02 |
| Status | New |
| Announcement Sub Title | Re-designation of Independent Non-Executive Director to Non-Independent Non-Executive Director |
| Announcement Reference | SG241030OTHR1WSU |
| Submitted By (Co./ Ind. Name) | Lim See Hoe |
| Designation | Executive Chairman and Chief Executive Officer |
| Description (Please provide a detailed description of the event in the box below) | Re-designation of Independent Non-Executive Director to Non-Independent Non-Executive Director - Ms Joanne Khoo Su Nee This announcement has been reviewed by the Company's Sponsor, SAC Capital Private Limited (the "Sponsor"). This announcement has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is Ms Audrey Mok (Tel: (65) 6232 3210) at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542. |
| Additional Details | |
| Date Of Appointment | 30/10/2024 |
| Name Of Person | Joanne Khoo Su Nee |
| Age | 50 |
| Country Of Principal Residence | Singapore |
| Date of last re-appointment (if applicable) | 30/10/2024 |
| The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process) | Pursuant to Rule 406(3)(d)(iv) of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited ("Catalist Rules"), Ms Joanne Khoo Su Nee ("Ms Joanne Khoo") has served on the Board of Directors for an aggregate period of more than 9 years from the date of her first appointment and is no longer deemed independent upon the conclusion of the Company's Annual General Meeting ("AGM") held on 30 October 2024. The Board approved the re-designation of Ms Joanne Khoo from Independent Non-Executive Director to Non-Independent Non-Executive Director of the Company. The Board has determined that Ms Joanne Khoo's continued involvement as a Non-Independent Non-Executive Director with effect from 30 October 2024 is in the best interests of the Company for continuity. Ms Joanne Khoo abstained from making any recommendation and decision in respect of her re-designation. In conjunction with Ms Joanne Khoo's re-designation, she will step down from her position as Chairwoman of the Remuneration Committee, and will remain as a member of the Audit and Risk Committee, Nominating Committee and Remuneration Committee. The Board considers Ms Joanne Khoo to be non-independent for the purpose of Rule 704(7) of the Catalist Rules. |
| Whether appointment is executive, and if so, the area of responsibility | Non-Executive |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | Non-Independent Non-Executive Director Member of the Audit and Risk Committee, Nominating Committee and Remuneration Committee |
| Professional qualifications | 1. Certified Public Accountant, CPA Australia 2. Chartered Accountant, Malaysian Institute of Accountants |
| 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 | Nil |
| Conflict of interests (including any competing business) | Nil |
| Working experience and occupation(s) during the past 10 years | Ms Joanne Khoo has close to 30 years of experience in investment banking, corporate finance, capital markets and corporate advisory services. She is currently a Director of Bowmen Capital Private Limited, a mergers and acquisition advisory firm. She also serves as an Independent Non-Executive Director of ES Group (Holdings) Limited and was formerly an Independent Non-Executive Director of Excelpoint Technology Ltd. and Kitchen Culture Holdings Ltd., companies listed on the SGX-ST during her tenure. She also serves as an Independent Non-Executive Director of Xamble Group Limited, a company listed on the Australian Securities Exchange ("ASX") and JE Cleantech Holdings Ltd, a company listed on the National Association of Securities Dealers Automatic Quotation System ("Nasdaq") as well as Ryde Group Ltd, a company listed on NYSE American. She was formerly an Independent Non-Executive Director of PayLinks Pte. Ltd., wholly-owned by iPayLinks Limited. |
| 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) | Independent Non-executive Director of: 1. Excelpoint Technology Ltd. 2. PayLinks Pte. Ltd. Other Principal Commitments: Nil |
| Present | Independent Non-executive Director of: 1. Xamble Group Limited 2. ES Group (Holdings) Limited 3. JE Cleantech Holdings Ltd 4. Ryde Group Ltd Executive Director of: Bowmen Capital Private Limited Other Principal Commitments: Nil |
| (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 | 1. TEHO International Inc Ltd. 2. ES Group (Holdings) Limited 3. Excelpoint Technology Ltd. 4. Kitchen Culture Holdings Ltd. |
