Change - Announcement of Appointment::Appointment of Independent Director

Issuer & Securities

Issuer/ Manager
NANOFILM TECHNOLOGIES INTERNATIONAL LIMITED
Securities
NANOFILM TECHNOLOGIES INTL LTD - SGXE61652363 - MZH
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
12-Oct-2022 17:39:48
Status
New
Announcement Sub Title
Appointment of Independent Director
Announcement Reference
SG221012OTHRDOLO
Submitted By (Co./ Ind. Name)
Lim Kian Onn
Designation
Chief Financial Officer
Description (Please provide a detailed description of the event in the box below)
Appointment of Independent Director and Member of the Board Risk Committee of Nanofilm Technologies International Limited (the "Company").

Credit Suisse (Singapore) Limited and Oversea-Chinese Banking Corporation Limited are the Joint Issue Managers for the initial public offering of shares in, and listing of, the Company on the Mainboard of the SGX-ST on 30 October 2020 ("Offering"). Citigroup Global Markets Singapore Pte. Ltd., Credit Suisse (Singapore) Limited and Oversea-Chinese Banking Corporation Limited are the Joint Global Coordinators for the Offering. Citigroup Global Markets Singapore Pte. Ltd., CLSA Singapore Pte Ltd, Credit Suisse (Singapore) Limited and Oversea-Chinese Banking Corporation Limited are the Joint Bookrunners and Underwriters for the Offering.

Additional Details

Date Of Appointment
01/11/2022
Name Of Person
Steve Ghanayem
Age
57
Country Of Principal Residence
United States of America
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
The Board has considered the Nominating Committee's ("NC") recommendation and assessment of the qualifications, experience and independence of Mr Steve Ghanayem ("Mr Ghanayem") and is of the view that Mr Ghanayem is suitable for the role of Independent Director and member of the Board Risk Committee of the Company. The Board is also of the view that Mr Ghanayem's skills, knowledge, and experience will enhance the core competencies of the Board.

The Board notes that Mr Ghanayem is a shareholder and owner of Ghanayem Consulting, LLC. In October 2022, the Company has appointed Ghanayem Consulting, LLC to provide professional business and operational advisory services to the Company (the "Engagement"). Taking into consideration the guidelines in Practice Guidance 2 of the Code of Corporate Governance 2018 and that the total consultancy fees payable to Ghanayem Consulting, LLC for the Engagement will not exceed $200,000 in a financial year, the Board is of the view that Mr Ghanayem is considered independent.
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 and Non-Executive Director
Member of the Board Risk Committee
Professional qualifications
Bachelor of Science in Chemical Engineering, 1988
University of California Berkeley
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
The Company has engaged Ghanayem Consulting, LLC as consultant of the Company. Mr Ghanayem is owner and shareholder of Ghanayem Consulting, LLC.

Save as disclosed above, Mr Ghanayem does not have any relationship with any existing Director or Executive Officer, the Company and/ or substantial shareholder of the Company or of any of its principal subsidiaries.
Conflict of interests (including any competing business)
None.
Working experience and occupation(s) during the past 10 years
2018 - 2021: Applied Materials, Inc., Senior Vice President
2012 - 2018: Applied Materials, Inc., Group Vice President
2007 - 2012: Applied Materials, Inc., Corporate Vice President
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)
2018 - 2021: Applied Materials, Inc., Senior Vice President and General Manager
2012 - 2018: Applied Materials, Inc., Group Vice President and General Manager
Present
Provision of business consultancy
(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?
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 Ghanayem will attend the relevant training on the roles and responsibilities of a director of listed company organised by the Singapore Institute of Directors.