Change - Announcement of Appointment::Appointment of Independent and Non-Executive Director

Issuer & Securities

Issuer/ Manager
ANNICA HOLDINGS LIMITED
Securities
ANNICA HOLDINGS LIMITED - SG1J70891671 - 5AL
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
20-May-2022 20:46:52
Status
New
Announcement Sub Title
Appointment of Independent and Non-Executive Director
Announcement Reference
SG220520OTHR74EL
Submitted By (Co./ Ind. Name)
Sandra Liz Hon Ai Ling
Designation
Executive Director & CEO
Description (Please provide a detailed description of the event in the box below)
This announcement has been reviewed by the Company's sponsor, Stamford Corporate Services Pte. Ltd. (the "Sponsor"). It 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 Mr Bernard Lui.
Tel: 6389 3000 Email: bernard.lui@morganlewis.com

Additional Details

Date Of Appointment
20/05/2022
Name Of Person
Robin Stevens
Age
68
Country Of Principal Residence
United Kingdom
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
Mr. Stevens possesses extensive capital markets and corporate finance experience, and relevant experience in the renewable energy and ESG Sector, which the Board believes will be valuable to the Group as it develops its activities in the renewable energy sector on an international basis.

In view of Mr. Stevens' position as Senior Advisor and Head of Capital Markets at MHA MacIntyre Hudson ("MHA UK"), which is a UK independent member firm of Baker Tilly International, the Board had also considered Mr. Stevens' independence as Baker Tilly TFW LLP ("Baker Tilly") were the auditors of the Company.

However, the Board and Nominating Committee of the Company are of the view that Mr. Stevens is independent for the following reasons:
(a) member firms within the Baker Tilly International Network in each country work independently from each other; and
(b) no fees have been paid by the Group to MHA UK or Mr. Stevens in any capacity.

In any event, pursuant to an extraordinary general meeting held on 29 March 2022, PKF-CAP LLP has been appointed as the new auditors of the Company.
Whether appointment is executive, and if so, the area of responsibility
No
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Independent Non-Executive Director and AC Member
Professional qualifications
Fellow of the Institute of Chartered Accountants of England and Wales
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
I. February 2022 to Present - Non-executive Director and Chairman of the Audit Committee of Hercules Site Services Plc
II. November 2021 to Present - Non-executive Director and Chairman of the Audit Committee of Aura Renewable Acquisitions Plc
III. November 2021 to Present - Non-executive Director and Chairman of Audit Committee of Avelas HoldCo Inc
IV. July 2021 to Present - Non-executive Director and Chairman of Audit Committee of Avelas Biosciences Inc
V. July 2021 to Present - Head of Capital Markets and Senior Advisor, acting as a Consultant to MHA MacIntyre Hudson
VI. February 2020 to Present - Non-executive Chairman and Chairman of the Audit Committee of Vector Capital Plc
VII. November 2019 to Present - Non-executive Director of B Iconic Limited
VIII. November 2019 to Present - Non-executive Director of B Iconic Group Limited
IX. November 2018 to Present - Executive Director of Macxchange Limited
X. October 2018 to March 2021 - Consultant to Crowe UK LLP
XI. October 2018 to Present - Director of Robin Stevens Consulting Limited
XII. July 2010 to September 2018 - Corporate Finance Partner in Crowe UK LLP
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)
I. October 2018 to March 2020 - Consultant to Crowe UK LLP
II. July 2010 to September 2018 - Corporate Finance Partner in Crowe UK LLP
III. June 2000 to May 2018 - Executive Director in Zokora (No. 2) Limited
Present
I. February 2022 to Present - Non-executive Director and Chairman of the Audit Committee of Hercules Site Services Plc
II. November 2021 to Present - Non- executive Director and Chairman of the Audit Committee of Aura Renewable Acquisitions Plc
III. November 2021 to Present - Non-executive Director and Chairman of Audit Committee of Avelas Holdco Inc
IV. July 2021 to Present - Non-executive Director and Chairman of Audit Committee of Avelas Biosciences Inc
V. July 2021 to Present - Head of Capital Markets and Senior Advisor, acting as Consultant to MHA MacIntyre Hudson
VI. February 2020 to Present - Non-executive Chairman and Chairman of the Audit Committee of Vector Capital Plc
VII. November 2019 to Present - Non- executive Director of B Iconic Limited
VIII. November 2019 to Present - Non-executive Director of B Iconic Group Limited
IX. November 2018 to Present - Executive Director of Macxchange Limited
X. October 2018 to Present - Director of Robin Stevens Consulting Limited
(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?
Yes
If Yes, Please provide full details
Please refer to the separate Annex as attached.
(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?
No
If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange
Mr Robin Stevens has attended LED 1 - Listed Entity Director Essentials organised by Singapore Institute of Directors on 8 March 2022 in relation to the roles and responsibilities of a director of a listed company. The Company will ensure that Mr. Stevens attends the remaining training modules on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange.

Attachments

Annex.pdf
Total size =77K