Change - Announcement of Appointment::Appointment of Siau Kai Bing as Independent Director of the Company

Issuer & Securities

Issuer/ Manager
NORDIC GROUP LIMITED
Securities
NORDIC GROUP LIMITED - SG2C45963924 - MR7
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
28-Apr-2020 07:24:59
Status
New
Announcement Sub Title
Appointment of Siau Kai Bing as Independent Director of the Company
Announcement Reference
SG200428OTHRXYV7
Submitted By (Co./ Ind. Name)
Chia Meng Ru
Designation
Company secretary
Effective Date and Time of the event
27/04/2020 17:00:00
Description (Please provide a detailed description of the event in the box below)
Mr Siau Kai Bing is appointed as an Independent Director of the Company with effect from 27 April 2020. Concurrently, he is also appointed as Chairman of the Audit Committee, and as a member of the Remuneration and Nominating Committee of the Company. The Board considered Mr Siau Kai Bing to be independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

Additional Details

Date Of Appointment
27/04/2020
Name Of Person
Siau Kai Bing
Age
65
Country Of Principal Residence
Singapore
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)
Mr Siau Kai Bing is appointed as an Independent Director of the Company. Mr Siau is also appointed as the Chairman of the Audit Committee and a member of the Remuneration Committee and Nominating Committee.

With reference to the relevant guidelines set out in the Code of Corporate Governance 2018 and based on Mr Siau's declaration, there is no relationship or circumstances which are likely to affect, or could appear to affect, Mr Siau's independence and judgement. Accordingly, the Nominating Committee is satisfied that there is no relationship which would deem Mr Siau to be not independent and the Board considers Mr Siau independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.

Based on the recommendation of the Nominating Committee, the Board is of the view that Mr Siau has the requisite experience, qualifications and capabilities to assume the above appointments. Accordingly, the Board has approved the above appointments.
Whether appointment is executive, and if so, the area of responsibility
Non-executive
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Independent director, Chairman of the Audit Committee, member of the Remuneration Committee and Nominating Committee of the Company.
Professional qualifications
Fellow Chartered Accountant Singapore
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
None
Conflict of interests (including any competing business)
None
Working experience and occupation(s) during the past 10 years
2006 to Present Chief Financial Officer DP ARCHITECTS PTE LTD AND SUBSIDIARIES
1999 to 2006 Chief Financial Officer POWERMATIC DATA SYSTEMS LTD
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)
2013 to 2016 QAF LIMITED
2004 to 2013 ADVANCED HOLDINGS LIMITED
Present
UNION STEEL HOLDINGS LTD
(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
See below
Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable)
UNION STEEL HOLDINGS LTD - Lead Independent Director, Audit Committee Chairman, Nominating and Remuneration Committee member
UNION STEEL HOLDINGS LTD - Lead Independent Director, Audit Committee Chairman, Nominating and Remuneration Committee member
2013 to 2016 QAF LIMITED Independent Director, Remuneration Committee Chairman, Audit and Nominating Committee member
2004 to 2013 ADVANCED HOLDINGS LIMITED Audit Committee Chairman, Nominating and Remuneration Committee member
As Mr Siau is currently an Independent Director of another listed company and is therefore familair with the roles, responsibilities and corporate governance requirements of the SGX, he is therefore not required to undergo training as prescribed by the Exchange.