Change - Announcement of Appointment::APPOINTMENT OF INDEPENDENT AND NON-EXECUTIVE DIRECTOR

Issuer & Securities

Issuer/ Manager
VIBROPOWER CORPORATION LIMITED
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
12-Nov-2020 20:25:22
Status
New
Announcement Sub Title
APPOINTMENT OF INDEPENDENT AND NON-EXECUTIVE DIRECTOR
Announcement Reference
SG201112OTHRTWX4
Submitted By (Co./ Ind. Name)
Mr. Benedict Chen Onn Meng
Designation
Chief Executive Officer
Description (Please provide a detailed description of the event in the box below)
Appointment of Mr Tan Poh Chye Allan as an Independent and Non-Executive Director of the Company.

Additional Details

Date Of Appointment
12/11/2020
Name Of Person
Tan Poh Chye Allan
Age
55
Country Of Principal Residence
Singapore
The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)
As part of its continuing efforts to refresh the Board's composition with a view to expanding the skills, experience and diversity of the Board as a whole and to improve the Company's adherence to the relevant principles and provisions of the Code of Corporate Governance 2018, the Nominating Committee ("NC") had been looking for suitable candidates. This was stated in the Company's response to queries from Securities Investor Association (Singapore) point 3(i) announced on 10 May 2020.

Having reviewed and considered the qualifications, professional experience and background of Mr Tan Poh Chye Allan ("Mr Tan"), the NC had in September 2020 recommended the appointment of Mr Tan as an Independent and Non-Executive Director of the Company for approval by the Board. The proposed appointment of Mr Tan was subsequently held in abeyance by the Company due to the receipt of the Requisition Notice on 15 September 2020. The requisitionists had requested the Company to convene an Extraordinary General Meeting ("EGM") to resolve, amongst others, the removal of any directors who may have been appointed between the date of the requisition and the date of the EGM.

The EGM was duly held on 9 November 2020 and the Company released the results of the EGM rejecting all 8 resolutions proposed by the requisitionists on the same day. Accordingly, the Board deemed it appropriate to proceed with the appointment of Mr Tan as an Independent and Non-Executive Director of the Company.
Whether appointment is executive, and if so, the area of responsibility
Appointment is non-executive.
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Independent and Non-Executive Director.
Chairman of the Nominating Committee.
Member of Audit Committee and Remuneration Committee.
Professional qualifications
- University of Buckingham (LLB, Hons)
- Gray's Inn (Bar Finals Examination)
- London-Guildhall University (now London Metropolitan University) (MA, Comparative Business Law)
- Barrister-at-law, England and Wales
- Advocate and Solicitor, 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
None
Conflict of interests (including any competing business)
None
Working experience and occupation(s) during the past 10 years
2006 to 2013 - Partner at Colin Ng & Partners LLP
2013 to 2018 - Partner at Virtus Law LLP (informal alliance with Stephenson Harwood LLP)
2019 to 2020 - Principal Lawyer at Allan Tan Law Practice
April 2020 to present - Director at Altum Law Corporation
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)
Partner - Virtus Law LLP
Principal Lawyer - Allan Tan Law Practice
Independent Director - CNMC Goldmine Holdings Limited
Independent Director - Nico Steel Holdings Limited
Independent Non-executive Director - Novita Healthcare Limited (listed on ASX)
Independent Non-executive Director - Affinity Energy and Health Limited (listed on the ASX)
Present
Director - Altum Law Corporation
Independent Director - CNMC Goldmine Holdings Limited
Independent Director - Nico Steel Holdings Limited
(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?
Yes
If Yes, Please provide full details
Mr. Tan was appointed
nominee director of Prima Ops
Pte. Ltd. ("Prima"), a private
company, on March 2018
when it was first incorporated.
Prima was a start-up company
whose business was in the
teaching of the English and
Chinese languages via an app
on mobile and hand-held
devices (the "business"). Mr.
Tan was appointed nominee
director of Prima as part of the
legal services he provided to
the controlling shareholder of Prima when said controlling
shareholder acquired the
business from the vendor in
order to satisfy the resident
director requirement under the
Companies Act. Mr. Tan was
not involved the management
of the business. Mr. Tan
resigned in February of 2019
after Prima reconstituted its
board. Prima was put into
liquidation by its directors in
February of 2020 on grounds
of inability to carry on business
due to insolvency.
(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?
Yes
If Yes, Please provide details of prior experience
He is the current independent non-executive director of CNMC Goldmine Holdings Limited and Nico Steel Holdings Limited.