First published by The Business Times on October 16, 2018

By Mak Yuen Teen and Chew Yi Hong

We refer to our article headlined “The things independent directors do for shareholders” (BT, Sept 19, 2018) and would like to reply to the two companies that have responded it.

Gaylin Holdings responded on Sept 26 through an SGX announcement to questions we had raised about the relationships between the three independent directors (IDs) and the private equity fund, ShawKwei & Partners, which is Gaylin’s controlling shareholder.

The company cited the absence of shareholding and family relationships and significant recent payments to the IDs that could affect their independence. Gaylin also said that it had obtained advice from a law firm regarding their independence.

Such legal advice may not have sufficiently considered the underlying principles in determining independence, which require a consideration of factors beyond those specifically listed out in the Code of Corporate Governance. It is also unclear whether the legal advice was obtained at the time of the directors’ appointment or after the directors were already appointed as IDs.