Change - Announcement of Cessation::ANNOUNCEMENT OF CESSATION OF NON-EXECUTIVE INDEPENDENT DIRECTOR

Issuer & Securities

Issuer/ Manager
DARCO WATER TECHNOLOGIES LIMITED
Securities
DARCO WATER TECHNOLOGIES LTD - SG1CC9000009 - BLR
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Cessation
Date &Time of Broadcast
26-Jun-2020 22:16:18
Status
New
Announcement Sub Title
ANNOUNCEMENT OF CESSATION OF NON-EXECUTIVE INDEPENDENT DIRECTOR
Announcement Reference
SG200626OTHRUG9C
Submitted By (Co./ Ind. Name)
Poh Kok Hong
Designation
Executive Director and Chief Executive Officer
Description (Please provide a detailed description of the event in the box below)
ANNOUNCEMENT OF CESSATION OF NON-EXECUTIVE INDEPENDENT DIRECTOR

Additional Details

Name Of Person
Tay Von Kian
Age
47
Is effective date of cessation known?
Yes
If yes, please provide the date
26/06/2020
Detailed Reason (s) for cessation
Mr Tay Von Kian was not re-elected as a Director of the Company at its Annual General Meeting held on 26 June 2020 and has accordingly retired.
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
I have not been in favour of the Company venturing into the Nambo project. The Board had noted my objection prior to entering into the agreement. My observation then was a director was the main driving force behind the project, while the rest of the Board was trying to mitigate the Company's exposure. This observation remain my view of the matter and should not be construed as a fact.
While the Company announced that it has experience (not under current management) in the solid waste business, I have doubts about the ability of the Company to execute the project effectively. There is material uncertainty on how the project will be funded. The recent announcement on the unwillingness of West Java Government to renegotiate the terms of the Cooperation Agreement indicates that the Company may not have entered into a mutually beneficial arrangement. Again, this is my own view on the matter.
I have further noted an article published by Business Times dated 26 Jun 2020 on the same subject matter further reinforce my stance on the matter.
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
With the cessation of two longer serving Independent Directors, I feel that the Company's corporate governance will need to improve moving forward. The recent negative issues highlighted in recent Business Times article reinforce the above point.
In particular, the article reported circumstances surrounding Qarah Consultancy and the unusual trading pattern observed by an investor. This will no doubt cause certain level of discomfort to me as a director of the Company. The article has also stated that minority shareholders "have reported the incidents and findings to the police" and the case "has been referred to Monetary Authority of Singapore".
As the matters highlighted in the article develop further, it will be debatable if I will feel comfortable enough to stay on.
Any other relevant information to be provided to shareholders of the listed issuer?
Yes
If Yes, Please provide full details
I had voiced my reservations about the Share Placement announced earlier to the Board. Without going into details, I was relieved that the Company had not proceeded with the placement, when the offer from the investor(s) lapsed. I was uncomfortable with certain aspects of the deal.
Date of Appointment to current position
14/08/2015
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)
2
Number of cessations of appointments specified in Listing Rule 704 (7) or Catalist Rule 704 (6) over the past 12 months
1
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Non-Executive Independent Director, AC Member and RC Member
Role and responsibilities
Non-Executive Independent Director
Familial relationship with any director and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries
No
Shareholding interest in the listed issuer and its subsidiaries?
No
Past (for the last 5 years)
Nil
Present
- T. K. Tay (Holdings) Sdn Bhd
- Serep Pty Ltd (Australia)
- Weldan Marine Services Sdn Bhd