By Mak Yuen Teen

On 16 August 2019, BM Mobility announced that Geoffrey Ng Ching Fung had been appointed as an independent director of the company with effect from that date. In its announcement, it said that Mr Ng was the “Independent Director, Chairman of the Remuneration Committee and a member of the Audit and Nominating Committees  prior to him retiring as Director at the Company’s Annual General Meeting held on 16 August 2019”.

Mr Ng was first appointed to the board on 12 June 2018.  That was after the company’s 2018 AGM which was held on 26 April 2018. Therefore, he would have been required to be elected at the first AGM after his appointment. That AGM was held on 16 August 2019. (The company changed its year end from 31 December to 31 March, applied to SGX for an extension of time to hold its AGM which was rejected, and did not manage to hold its AGM by the 31 July 2019 deadline.)

Mr Ng decided to retire at the AGM on 16 August instead. However, on the same day as his “retirement”, he changed his mind and was appointed again (his re-appointment was announced the same day as the AGM, with the company issuing a clarification on 28 August that the correct re-appointment date was 17 August, and not 16 August) . This means that he would not have to stand for election until the next AGM which is due by 31 July 2020.  In other words, by the time he has to stand for election for the first time (assuming he is still around), he would have served more than two years since his first appointment. This seems to be a loophole that can be exploited. What is there to stop this from happening again? That is, retiring before the next AGM and then getting re-appointed again after the AGM.

The company’s explanation for re-appointing Mr Ng was that the lead independent director would reach 9 years on 24 August 2019 and would resign. Didn’t the nominating committee and the board realise before Mr Ng “retired” that the lead independent director would reach 9 years and planned to resign?  This raises another question – why did this lead independent director not retire at the AGM on 16 August 2019 when he was going to resign just 8 days later?. The company said that Mr Ng’s re-appointment was on the recommendation of the nominating committee and was approved by the board.  I think they have some questions to answer.