Change - Announcement of Appointment::Re-designation of Independent Director to Independent Non-Executive Chairman of the Board

Issuer & Securities

Issuer/ Manager
TOTM TECHNOLOGIES LIMITED
Securities
TOTM TECHNOLOGIES LIMITED - SG1BF8000005 - 42F
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
08-Apr-2022 19:17:44
Status
New
Announcement Sub Title
Re-designation of Independent Director to Independent Non-Executive Chairman of the Board
Announcement Reference
SG220408OTHR6SKD
Submitted By (Co./ Ind. Name)
Pierre Prunier
Designation
Chief Executive Officer and Executive Director
Description (Please provide a detailed description of the event in the box below)
Re-designation of Independent Director to Independent Non-Executive Chairman of the Board - Mr Low Chai Chong

This announcement has been reviewed by the Company's sponsor, SAC Capital Private Limited (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (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 Charmian Lim (telephone no.: +65 6232 3210) at 1 Robinson Road, #21-00 AIA Tower, Singapore 048542.

Additional Details

Date Of Appointment
25/04/2022
Name Of Person
Low Chai Chong
Age
59
Country Of Principal Residence
Singapore
Date of last re-appointment (if applicable)
30/09/2021
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)
The re-designation of Mr Low Chai Chong ("Mr Low") from Independent Director to Independent Non-Executive Chairman of the Board of Directors ("Board") of the Company was reviewed and approved by the Nominating Committee and the Board, after taking into account his qualifications and working experience, is of the view that the re-designation of Mr Low as Independent Non-Executive Chairman of the Board will strengthen the independent element of the Board. Mr Low had abstained from the deliberations and decision of his re-designation.

Following Mr Low's re-designation, he will remain as Chairman of Nominating Committee and Remuneration Committee, and member of Audit Committee.
Whether appointment is executive, and if so, the area of responsibility
Non-Executive.
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
1. Independent Non-Executive Chairman of the Board
2. Nominating Committee Chairman
3. Remuneration Committee Chairman
4. Audit Committee Member
Professional qualifications
Mr. Low graduated with a Bachelor of Laws (Honours) from the National University of 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
No.
Conflict of interests (including any competing business)
No.
Working experience and occupation(s) during the past 10 years
Mr. Low is an advocate and solicitor of the Supreme Court of Singapore and a Senior Partner at Dentons & Rodyk Davidson LLP from 1986 to present.
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)
1. OIO Holdings Limited (formerly known as DLF Holdings Limited)
2. Pollux Properties Ltd.
3. Fleur Growth Fund Limited
Present
1. Eneco Energy Limited
2. Moya Holdings Asia Limited
3. Capital World Limited
4. Dentons Rodylk & Davidson LLP
5. Rodyk Services Private Limited
6. Rodyk & Davidson I.P. Services Sdn Bhd
7. Moya Indonesia Holdings Pte Ltd

Principal Commitments:
Dentons Rodyk & Davidson LLP
(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
Mr Low was appointed to the Board of Eneco Energy Limited ("Eneco") (formerly known as Ramba Energy Limited) on 14 December 2018. On 10 June 2019, the Audit Committee of Eneco, which is chaired by Mr Low, commissioned an independent review in relation to a payment made by a subsidiary of Eneco to a broker in connection with the issuance of a bank guarantee ("Investigated Payment"). The Investigated Payment occurred in November 2018 prior to Mr Low's admission to the Board of Eneco. Mr Low, together with the other members of the Audit Committee, are overseeing the
independent review.
(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
1. Eneco Energy Limited
2. Moya Holdings Asia Limited
3. Pollux Properties Ltd
4. OIO Holdings Limited (formerly known as DLF Holdings Limited)
5. Capital World Limited
6. China Gaoxian Fibre Fabric Holdings Ltd.
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)
Not applicable.