Change - Announcement of Appointment::APPOINTMENT OF INDEPENDENT DIRECTOR
Issuer & Securities
Issuer/ Manager
AEM HOLDINGS LTD.
Securities
AEM HOLDINGS LTD - SG1BA1000003 - AWX
Stapled Security
No
Announcement Details
Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
30-Sep-2017 18:02:06
Status
New
Announcement Sub Title
APPOINTMENT OF INDEPENDENT DIRECTOR
Announcement Reference
SG170930OTHRHW1V
Submitted By (Co./ Ind. Name)
Soh Wai Kong
Designation
Company Secretary
Effective Date and Time of the event
02/10/2017 17:00:00
Description (Please provide a detailed description of the event in the box below)
APPOINTMENT OF INDEPENDENT DIRECTOR
Additional Details
Date Of Appointment
01/10/2017
Name Of Person
Adrian Chan Pengee
Age
53
Country Of Principal Residence
Singapore
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)
The Board of Directors of AEM Holdings Ltd, having reviewed and considered the extensive industry and board experience and knowledge that Mr. Chan has and the past contribution that Mr. Chan has provided as a Director of the Company, strongly believe that he will be able to provide valuable insights and contribute effectively to AEM.
Whether appointment is executive, and if so, the area of responsibility
Non-Executive, Independent Director
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Director, AC Member and RC Member
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
None
Conflict of interests (including any competing business)
None
Working experience and occupation(s) during the past 10 years
Mr. Adrian Chan is a Senior Partner at Lee & Lee and Head of Corporate Department of the firm.
Mr. Chan previously served on the Legal Service Commission. He is also a Board member of the Accounting and Corporate Regulatory Authority of Singapore ("ACRA"). In addition, the SGX has appointed him to its Catalist Advisory Panel to review Catalist Sponsor and Registered Professional applications.
Mr. Chan was the First Vice-Chairman of the Singapore Institute of Directors and currently serves as the Deputy Chairman of its Advocacy and Research Committee. He is Chairman of the Corporate Practice Committee of the Law Society of Singapore and serves on its Audit Committee. He currently chairs the Panel of the Institute of Corporate Law at ACRA. He sits on the Corporate Governance and Regulations Committee of the Singapore International Chamber of Commerce, the Board of Shared Services for Charities Limited, which is a registered charity and an Institution of a Public Character, and on the Ethics Review Committee of the Singapore Polytechnic.
Mr. Chan has been appointed to the Corporate Governance and Directors Duties Working Group of the Steering Committee that was established by the Ministry of Finance to review and rewrite the Companies Act of Singapore. He has also co-authored Singapore's first "Annotated Code of Corporate Governance" for Lexis-Nexis that is published in Woon's Corporations Law.
Mr. Chan has been elected to and continues to serve on the Executive Council of the Association of Small and Medium Enterprises as its Honorary Secretary. He currently serves on the Pro-Enterprise Panel, chaired by the Head of Civil Service and supported by the Ministry of Trade & Industry, which addresses feedback from the private sector on unnecessary or outdated government rules that hinder businesses and stifle entrepreneurship with a view to eliminating red-tape. In addition, he has been appointed the Honorary Legal Advisor to both the Singapore Institute of Engineering Technologists and the Singapore Optometrist Association.
Mr. Chan is an independent director on the board of several publicly listed companies on the Singapore Stock Exchange.
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
Other Directorships
# 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)
UPP HOLDINGS LIMITED
ISETAN (SINGAPORE) LIMITED
AEM HOLDINGS LIMITED
BIOSENSORS INTERNATIONAL GROUP, LTD.
NOBEL DESIGN HOLDINGS LTD
Present
YOMA STRATEGIC HOLDINGS LTD.
GLOBAL INVESTMENTS LIMITED
ASCENDAS FUNDS MANAGEMENT (S) LIMITED
HONG FOK CORPORATION 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?
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
Yes
If Yes, Please provide full details
When Mr Chan was an Independent Director of AEM Holdings Limited, it was announced in May 2007 that 7 of its employees (including the then CEO) were under investigation by CPIB and he has assisted CPIB in their investigations. The then CEO was convicted for corruption in 2012.
(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
Disclosure applicable to the appointment of Director only.
Any prior experience as a director of a listed company?
Yes
If Yes, Please provide details of prior experience
Mr. Chan has been a director of various SGX-listed companies since 2002.
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