By Mak Yuen Teen
Two days ago (January 14), Chew Yi Hong and I published an article in Business Times on poor compliance with listing rules by SGX-listed companies. In the early hours of this morning (January 16), Synagie proves our point.
Synagie announced the cessation of its independent director and chairman of the audit committee, Mr Chua Hwee Song, who is also the chief financial officer of Singapore Press Holdings. Mr Chua was appointed in June 2018 when Synagie was listed on Catalist. He resigned to focus on his other principal commitments according to the announcement – a wise move given the challenges faced by SPH and in fact raising questions whether he should have been serving on Synagie’s board in the first place. He’s therefore leaving after about 1.5 years.
In the cessation announcement, Synagie disclosed that Mr Chua’s directorships over the past 5 years included only Synagie. However, according to SPH’s announcement when Mr Chua was appointed CFO on December 27, 2017, Mr Chua was disclosed as being an independent director of Rowsley Ltd from September 2013 to January 2016. He was also an independent director of CWG International from July 2015 to May 2016, and then CFO and ED from June 2016. A search of CWG’s announcements showed that he resigned in December 2017, when he became SPH’s CFO.
Clearly, both Rowsley and CWG International should have been listed under the directorships for the past five years.
How did the sponsor, RHT Capital, miss this incorrect disclosure? They were the full sponsor at the time of listing, when Mr Chua was appointed, so surely they would know that he has served on other listed boards. Presumably, they would have questioned if he was appointed as AC chair without prior experience in a listed company.
It was precisely because I thought Mr Chua had been appointed as AC chair without prior listed company experience – since Synagie was the only company mentioned – that I looked into whether he had other directorships.
Of course it is not only the sponsor who have some explaining to do. So do the company secretary and directors, and Mr Chua himself.
Speaking of the company secretary, it turns out that she is a director of RHT Corporate Advisory, which is also the share registrar for Synagie. In a forthcoming report on sponsors, we look at business and other relationships between sponsors/their affiliates and sponsored companies. In this particular case, if the company secretary responsible for helping the company comply with listing rules, including preparing announcements, is from RHT Corporate Advisory, while RHT Capital is the sponsor there to ensure compliance with the rules, isn’t there a case of self-review threat or “ownself checking ownself”?
