Change - Announcement of Cessation::Resignation of Lead Independent Director, Chairman of the AC and the RC and a member of the NC

Issuer & Securities

Issuer/ Manager
CFM HOLDINGS LIMITED
Securities
CFM HOLDINGS LIMITED - SG1P02915996 - 5EB
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Cessation
Date &Time of Broadcast
06-Feb-2025 23:24:00
Status
New
Announcement Sub Title
Resignation of Lead Independent Director, Chairman of the AC and the RC and a member of the NC
Announcement Reference
SG250206OTHRIC4C
Submitted By (Co./ Ind. Name)
Goh Xun Er
Designation
Company Secretary
Description (Please provide a detailed description of the event in the box below)
Resignation of Mr. Chia Seng Hee as Lead Independent Director of the Company, Chairman of the Audit Committee ("AC"), Chairman of the Remuneration Committee ("RC") and a member of the Nominating Committee ("NC").

This announcement has been prepared by the Company and reviewed by the Company's sponsor, Novus Corporate Finance Pte. Ltd. (the "Sponsor"), in compliance with Rule 226(2)(b) of the Singapore Exchange Securities Trading Limited (the "SGX-ST") Listing Manual Section B: Rules of Catalist.

This announcement has not been examined or approved by 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. Lin Huiying, Head of Continuing Sponsorship, at 7 Temasek Boulevard, #04-02 Suntec Tower 1, Singapore 038987, telephone (65) 6950 2188.

Additional Details

Name Of Person
Chia Seng Hee
Age
63
Is effective date of cessation known?
Yes
If yes, please provide the date
07/02/2025
Detailed Reason (s) for cessation
Disagreements with Executive Directors.

After having interviewed Mr. Chia Seng Hee and to the best of its knowledge, the Sponsor is satisfied that, save as disclosed in this announcement, and the Company's announcements of 10 December 2024 and 9 January 2025, there are no other material reasons for the cessation of Mr. Chia Seng Hee as an Independent Director of the Company.
Are there any unresolved differences in opinion on material matters between the person and the board of directors, including matters which would have a material impact on the group or its financial reporting?
Yes
If Yes, Please provide full details
Remuneration Committee ("RC") issues - The Executive Directors ("EDs") had proposed remuneration for themselves and the Chief Operating Officer of the Company ("COO") that was collectively more than the profit before tax for the year. This point was also raised by Securities Investors Association Singapore (SIAS). However, there was no material impact on the Group or its financial reporting.

Nominating Committee ("NC") issues - The EDs wanted to appoint three Independent Directors ("IDs") who were introduced by the COO. I disagreed and was served a requisition to be removed. As the only ID left in the NC and Board, I felt it was not in the best interests of the Company for the following reasons: (1) the three proposed candidates were not the best of the shortlisted nine candidates; and (2) with the three proposed candidates appointed and myself removed, there would be no continuity of IDs on the Board. Although I later compromised by accepting only one of these three, on condition that one other experienced candidate was appointed, it was rejected by the EDs. On 13 Jan 2025, the SGX-ST also raised queries to the Company on the Sponsor's assessment of the three proposed candidates.

Please refer to Attachment to this announcement on the Board's response for further information.
Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer?
Yes
If Yes, Please provide full details
Minority shareholders should refer to Prof Mak's blog on governance for stakeholders which has done an analysis of this case. Please refer to governanceforstakeholders.com.
Any other relevant information to be provided to shareholders of the listed issuer?
Yes
If Yes, Please provide full details
This is a case where substantial shareholders who control the Board can remove and appoint independent directors based on their selection. Independent directors exist in public companies for the protection of minority shareholders. To preserve and protect this role, perhaps the authorities should consider only the minority shareholders can vote for the appointment and removal of independent directors.
Date of Appointment to current position
29/10/2021
Does the AC have a minimum of 3 members (taking into account this cessation)?
No
Number of Independent Directors currently resident in Singapore (taking into account this cessation)
0
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months
2
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Lead Independent Director, Chairman of the AC and the RC, and a member of the NC.
Role and responsibilities
Assumed the roles and responsibilities of Lead Independent Director of the Company, Chairman of the AC, Chairman of the RC and a member of the NC.
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
Nil
Shareholding interest in the listed issuer and its subsidiaries?
No
Past (for the last 5 years)
- China Shenshan Orchard Holdings Co. Ltd.
- Debao Property Development Limited
- Combine Will International Holdings Limited
Present
- CDW Holding Limited
- Ying Li International Real Estate Limited
- mm2 Asia Limited
- Jack Capital Pte. Ltd.

Attachments

CFM - Announcement Response to Jack Reasons.pdf
Total size =26K