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Change - Announcement Of Appointment Of Independent Director

BackApr 23, 2024

Announcement Title Change - Announcement of Appointment
Date & Time of Broadcast Apr 23, 2024 21:12
Status New
Announcement Sub Title APPOINTMENT OF INDEPENDENT DIRECTOR
Announcement Reference SG240423OTHRRZ8D
Submitted By (Co./ Ind. Name) Or Toh Wat
Designation Group Managing Director
Description (Please provide a detailed description of the event in the box below) Appointment of Independent Director
Additional Details
Date Of Appointment 23/04/2024
Name Of Person Tay Peng Huat
Age 60
Country Of Principal Residence Singapore
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process) The NC has recommended the appointment of Mr Tay as Independent Director of the Company. The Board of Directors, having considered the NC's recommendation and having reviewed and considered the academic and professional qualifications, expertise, work experience and suitability of Mr Tay, believes that Mr Tay's experience would be beneficial to the Group and has proposed Mr Tay's appointment as Independent Director of the Company. The appointment of Mr Tay as a Director of the Company has been approved by shareholders at the Company's annual general meeting held on 23 April 2024. The Board of Directors considers Mr Tay to be independent for the purpose of Rule 704(8) of the SGX-ST Listing Manual.
Whether appointment is executive, and if so, the area of responsibility Non-executive
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) Independent Director, Chairman of the Audit Committee and member of the Remuneration Committee and Nominating Committee
Professional qualifications Bachelor of Accountancy
Fellow Chartered Accountant of 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 January 2024 to present:
Senior Adviser, CEO Office, Jumbo Group Limited

December 2014 to December 2023:
Chief Financial Officer, Jumbo Group Limited

August 2013 to November 2014:
Self-employed, advisory work
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) Directorships:
Jumbo Group Of Restaurants Pte. Ltd.
Jumbo F&B Services Pte. Ltd.
Vista F&B Services Pte. Ltd. (alternate director)
Kok Kee Wanton Noodles Pte. Ltd.
JLL F&B Services Pte. Ltd.
JCC Food Concepts Pte. Ltd.
Jardine Enterprise Pte Ltd
Jumbo Seafood Pte. Ltd.
Ng Ah Sio Investments Pte. Ltd.
Ng Ah Sio Pte. Ltd.
Jumbo F&B Services (Taiwan) Co. Ltd.
JSL F&B Services Pte. Ltd. (struck off)
Present None
(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? No
(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 Yes
If Yes, Please provide full details To the best of Mr Tay's knowledge:

(a) Sometime between 1996 and 1999, the Inland Revenue Authority of Singapore performed a GST audit of Electronic Resources Limited ("ERL"). He served as ERL's Group Financial Controller at that point in time. ERL was fined a small sum for non-compliance
with the GST rules. The fine was paid and there were no further developments in this matter.

(b) Sometime between 1996 and 2000, the Commercial Affairs Division of the Singapore Police Force ("CAD") conducted insider
trading investigations on one of ERL's employees. As the Group Financial Controller of ERL at that point in time, he was assigned by ERL to provide information to CAD. He was also interviewed as the employee under investigation reported directly to him. He was not the subject of the investigations.

(c) Sometime in 2012, the Monetary Authority of Singapore ("MAS") sought information from Beyonics Technology Limited ("BTL"), a company which was previously listed on the Main Board of the SGX-ST, pertaining to its delisting from the SGX-ST. As the Chief Financial Officer ("CFO") of BTL at that point in time, he was assigned by BTL to provide documents to MAS. He was not the subject of the investigations.

(d) Sometime in 2016, he was interviewed by the Corrupt Practices Investigation Bureau in its investigations of an ex-officer of BTL. He was interviewed as he was the ex-CFO of BTL. He was not the subject of the investigations.
(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? No
If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange Mr Tay has attended training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange.
Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable) Not applicable