Change - Announcement of Appointment::Re-designation as Independent Director

Issuer & Securities

Issuer/ Manager
PAVILLON HOLDINGS LTD.
Securities
PAVILLON HOLDINGS LTD. - SG1I46882631 - 596
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
04-Nov-2022 18:19:56
Status
New
Announcement Sub Title
Re-designation as Independent Director
Announcement Reference
SG221104OTHRLA5I
Submitted By (Co./ Ind. Name)
Dr John Chen Seow Phun
Designation
Executive Chairman
Description (Please provide a detailed description of the event in the box below)
The Board of Directors (the "Board") of Pavillon Holdings Ltd. (the "Company") would like to announce the re-designation of Mr Francis Lee Fook Wah ("Mr Francis Lee") from Non-Executive Non-Independent Director to Independent Director of the Company with effect from 4 November 2022.


Additional Details

Date Of Appointment
04/11/2022
Name Of Person
Francis Lee Fook Wah
Age
56
Country Of Principal Residence
Singapore
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
The Board, having considered the assessment of the Nominating Committee ("NC"), accepted NC's determination that Mr Francis Lee Fook Wah ("Mr Francis Lee") is independent, and approved the re-designation of Mr Francis Lee from Non-Executive Non-Independent Director to Independent Director of the Company with effect from 4 November 2022. The assessment of independence of Mr Francis Lee was made in accordance with Rule 210(5)(d) of the Listing Manual and the 2018 Code of Corporate Governance.
During the appointment of Mr Francis Lee to the Board, the NC determined Mr Francis Lee as non-independent because he is a director of the substantial shareholder although he is not directly associated with a substantial shareholder. After Singapore Enterprise Private Limited had ceased to be a substantial shareholder of the Company since 12 August 2022, the NC and the Board re-assessed the independence of Mr Francis Lee.
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, member of the Audit Committee and Chairman of the Nominating Committee and Remuneration Committee.
Professional qualifications
Mr Lee graduated from the National University of Singapore with a Bachelor's degree in Accountancy and obtained a Master s degree in Business Administration (Investment and Finance) from the University of Hull, UK. Mr Lee is a Chartered Accountant and a Non-Practising member of the Institute of Singapore Chartered Accountants. He is also a member of the Singapore Institute of Directors.
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
September 2020 to Present
Executive Director and Chief Financial Officer of Vibrant Group Limited

April 2019 to August 2020
Chief Financial Officer of Vibrant Group Limited

March 2015 to December 2017
Chief Financial Officer of OKH Global Ltd

October 2014 to March 2015
Advisor to CEO of OKH Global Ltd

2005 to 2011
Executive Director, Finance Director and Chief Financial Officer of Man Wah Holdings 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)
Please refer to Appendix A
Present
Please refer to Appendix A
(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
He was the manager of a corporation investigated by the CAD for a breach of regulatory requirements/laws governing corporations in Singapore. To the best of his knowledge and as far as he is aware, the investigations involved or were related to certain directors of the corporation and not himself. Mr Lee resigned from the company in May 2005 to focus on his other commitments and to pursue other interests.
(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
Sheng Siong Group Ltd
Net Pacific Financial Holdings Ltd
Asiaphos Ltd
Figtree Holdings Limited
JES International Holdings Limited
Metech International Limited
Joyas International Holdings Ltd
Vibrant Group Ltd

Attachments

Appendix A-Other Directorships_Francis.pdf
Total size =44K