Announcement Of Appointment Of Independent Director
28 January 2013
| Appointment Details | ||
| Date of Appointment | 28/01/2013 | |
| Name | Dr. Jean Paul Thevenin | |
| Age | 72 | |
| Country of principal residence | Thailand | |
| The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process) | It is the recommendation of the Board of Directors that the shareholders elect Mr. Jean Paul Thevenin as a Director of the Company. The Nomination Committee, having reviewed his qualifications, experience and expertise, is of the opinion that his appointment will be beneficial to the Company and the shareholders. Mr. Jean Paul Thevenin has a Ph.D. in Metallurgy from Orsay University in France and has produced many publications in the field of steel and the steel industry, where he developed his longstanding career. He had served for many years as President of the Franco - Thai Chamber of Commerce in Thailand and is a recipient of the National Order of Merit, a French decoration awarded in recognition of his distinguished civil achievements, as well as an honorary Ph.D. from King Mongkut Institute of Technology in Thailand. Mr. Jean Paul Thevenin has also been considered by the Nomination Committee as independent for the purposes of Rule 210(5)(c) of the Listing Rules of the SGX-ST, notwithstanding the fact that, for a number of years until 2010, he had served as a director and key executive in Thainox Stainless Plc., a company previously majority owned and controlled by Mr. Prayudh Mahagitsiri and/or his associates. Mr. Prayudh Mahagitsiri is the father of Mr. Chalermchai Mahagitsiri. It is considered that the relationship between Mr. Jean Paul Thevenin and Thainox Stainless Plc. did not fall under any of the specific examples of situations which would deem a Director to be non-independent as set out in the Singapore Code of Corporate Governance 2005 and 2012, and that his longstanding professional and civil achievements outside of this relationship otherwise places him in good standing to serve the Company as an Independent Director. | |
| Whether appointment is executive, and if so, area of responsibility | This is a non-executive appointment. | |
| Job Title | Independent Director | |
| Working experience and occupation(s) during the past 10 years | 1998 - 2003 Chief Executive Officer Thainox Stainless Public Company Limited (formerly Thainox Steel Limited) 2005 - 2010 Managing Director Thainox Stainless Public Company Limited (formerly Thainox Steel Limited) |
|
| Shareholding in the listed issuer and its subsidiaries | None. | |
| Family relationship with any director and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries | None. | |
| Conflict of interest | None. | |
| Other Directorship | ||
| Past (for the last five years) | Thainox Stainless Public Company Limited | |
| Present | None. | |
| Information required pursuant to Listing Rule 704(7)(h) | ||
| a. | Whether at any time during the last 10 years, a petition under any bankruptcy laws of any jurisdiction was filed against him or against a partnership of which he was a partner? | No |
| b. | Whether at any time during the last 10 years a petition under any law of any jurisdiction was filed against a corporation of which he was a director or key executive for the winding up of that corporation on the ground of insolvency? | No |
| c. | Whether there is any unsatisfied judgement 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 for 3 months or more, or has been the subject of any criminal proceedings (including any pending criminal proceedings which he is aware of) 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 been the subject of any criminal proceedings (including any pending criminal proceedings which he is aware of) for such breach? | No |
| f. | Whether at any time during the last 10 years, judgement 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, misinterpretation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings which he is aware of involving an allegation of fraud, misinterpretation 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 corporation? | No |
| h. | Whether he has ever been disqualified from acting as a director of any corporation, or from taking part directly or indirectly in the management of any corporation? | No |
| i. | Whether he has ever been the subject of any order, judgement 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 | No | |
| (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, | No | |
| in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? | ||
| 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 |
| Information required pursuant to Listing Rule 704(7)(i) | ||
| Any prior experience as a director of a listed company? | Yes | |
| If yes, please provide details of prior experience. | Director, Thainox Stainless Public Company Limited |