On 2 June 2026, CSE Global, listed on the SGX Mainboard, announced that Mr Tan Chian Kong (TCK) has resigned from the Board as an independent director (ID) with immediate effect. TCK was the Lead Independent Director (LID) and Chairman of the Audit and Risk Committee (ARC) and Nominating Committee (NC). He had served on the Board since 19 February 2019.

TCK is an experienced ID. He currently serves on the boards of SGX-listed Hong Leong Asia, The Straits Trading Company and Banyan Tree Holdings, and the previously listed SMRT Corporation.

What he said in the cessation announcement template makes interesting reading. On the question as to whether there are any unresolved differences in opinion on material matters between him and the board of directors, including matters which would have a material impact on the group or its financial reporting, he answered “Yes”.

He then elaborated that there was a difference of views with regards to “working with controlling shareholders”. He also said this was a matter that needs to be brought to the attention of shareholders and added: “Shareholders should be concerned with any differences of views with regards to working with controlling shareholders. The management are the key drivers for the company.”  (emphasis mine)

In response to the question as to whether there is any other relevant information to be provided to shareholders of the listed issuer, he again answered “Yes”, and elaborated that this was with regards to the “above unresolved differences of views with regards to working with controlling shareholders.”

By alluding to the differences of views with the Board with respect to working with controlling shareholders and emphasising that management are the key drivers for the company, it seems that TCK was not comfortable with the weight being placed on the views of the controlling shareholders compared to management in decisions being made. The differences in opinion relate to matters that were sufficiently material to cause him to resign immediately. Given that the company is currently undergoing a strategic review first announced on 5 March 2026, this disagreement may relate to the strategic review and the future direction of the company.

TCK is no novice when it comes to serving as an ID in companies with controlling shareholders. All the companies where he currently remains a director of, have controlling shareholders – as do most Singapore-listed companies here. Further, at Hong Leong Asia, The Straits Trading Company and Banyan Tree Holdings, the controlling shareholders or those associated with them are closely involved in management, holding the executive chairman role in all three companies. The difference between them and CSE Global is that in the latter, controlling shareholders are not part of executive management.

There is nothing wrong with the Board taking into account the views of controlling shareholders. In fact, the Board should be open to listening to the views of all shareholders and then make decisions that it believes is in the best interest of the company. However, it would be undesirable if the Board overweight their views – especially if they are not involved in management and may therefore lack sufficient knowledge about the business – and does not sufficiently consider the views of other shareholders or management.

Directors should not act at the behest of controlling shareholders

Under Singapore law, controlling shareholders do not owe fiduciary duties to the company, unlike directors.

Where there are conflicts, directors are expected to disclose, abstain from voting and recuse, and for serious conflicts, avoid them altogether. For example, they should not be serving on the boards of companies that are competing with each other. Controlling shareholders, on the other hand, can own shares in companies that compete with each other – and they often do. They are entitled to act in their own interests, which may not necessarily be in the best interests of the company.

Directors who allow controlling shareholders to unduly influence their decisions may be liable for breach of duties. However, the reality is that controlling shareholders commonly influence board decisions, in subtle or not-so-subtle ways. For many IDs, knowing that their appointment and re-appointment are in the hands of the controlling shareholders would be enough for them to be mindful of what the controlling shareholders want. Twenty years ago, when I interviewed IDs for a book chapter, one experienced ID told me that “he who pays the piper calls the tune” – and he clearly saw the controlling shareholder as his paymaster and the one who calls the tune.

A controlling shareholder’s views could be beneficial to the company. Often, they know the business well and they have skin in the game, and some controlling shareholders are mindful of the interests of other shareholders.

Why it matters for CSE Global

The circumstances under which TCK resigned from CSE Global raise two questions. First, insufficient consideration of management’s views may adversely affect effective strategy formulation and execution. Further, decisions may benefit controlling shareholders rather than the company.

Second, as CSE Global’s ultimate controlling shareholder is Temasek Holdings (with a deemed interest of 23.79%), it may cast doubt on Temasek’s stated public approach to governance of its portfolio companies.

Temasek sets out its approach to corporate governance of its portfolio companies very clearly on its website. It said they “engage with their portfolio companies to enhance shareholder value and advocate good corporate governance, sustainability and corporate practices” but that the “day-to-day management and business decisions of companies in our portfolio are the responsibility of their respective boards and management. Temasek does not direct their business decisions or operations”. (emphasis mine).

It goes on to say: “We rely on the boards of portfolio companies to set the company’s strategy, supervise management’s performance, exercise effective oversight, and be accountable to stakeholders for their decisions and outcomes of their actions”.

On engagement, it says: “While we do not direct the business decisions and operations of our portfolio companies, we interact with them as an engaged shareholder to enhance shareholder value and advocate good governance, sustainability, and corporate practices. We believe in constructive engagement and are committed to working with our portfolio companies to promote a close alignment between strategy and performance, and returns and rewards… Boards should set the tone to actively guide management in the development and implementation of strategies, and exercise effective oversight to ensure robust governance, compliance systems, and processes are in place…”

CSE Global has two non-independent non-executive directors (NINEDs) who are associated with Heliconia Capital Management, the Temasek-related entity which is the direct shareholder of CSE Global. One of them, CSE Global’s Chairman, is the Chairman of Heliconia. The other is nominated by Heliconia. It would be difficult to avoid the perception that Temasek does influence board decisions through these two NINEDs.

CSE Global has not responded to TCK’s reasons for his resignation, with the Board merely affirming “its commitment to upholding high standards of corporate governance and [that it] will continue to act in the best interest of the Company and all its shareholders”. Shareholders should seek clarification from the Board.

A final sidenote on this saga. It is disappointing that the Board of CSE Global has chosen to appoint Ms Wong Su Yen as its new NC Chairman. She was appointed to the Board of City Developments Limited (CDL) last year without going through the NC. If she does not believe an NC was necessary for her appointment at CDL, why is she chairing the NC at CSE Global?

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The views in this article are the author’s personal views.