Date: June 22, 2007
This afternoon the Independent Directors of Yellow Pages (Singapore) Limited comprising of Mr Richard Charles Helfer, and Ms Helen Yeo met with Mr David Gerald, Mr Vincent Chen Mr Ang Hao Yao, Mr Kenneth Pang to seek the view of SIAS in the current situation.
The majority of the existing Board is independent and to-date there are no complaints about their independence from SIAS members to us.
SIAS’ concern in this matter is purely on the independence on the Board and the enforcement of the Code of Corporate Governance.
Stanley Tan and Pang Yoke Min’s exercise to remove the four Independent Directors is very different from requisitioning an EGM to present his nominees. Such a means of pressure on the Independent Directors, if successful, will set a bad precedent because of the breaches of the Code of Corporate Governance.
As stipulated in Principle 2 of the Code of Corporate Governance;
“there should be a strong and independent element on the Board, which is able to exercise objective judgment on corporate affairs independently, in particularly from Management. No individual or small group of individuals should be allowed to dominate the Board’s decision making.”
It would appear to us that the Tan and Pang’s group’s initiative to appoint the entire Board runs contrary to this corporate governance principle. Moreover, they have not advanced any good reasons for the removal of the Independent Directors.
Tan has also been quoted in the media as saying, “I am a businessman, I can’t work by committee”. SIAS would like to point out that a Board is the highest committee of a public listed company and the company functions through committees such as Nominations, Audit and Remuneration Committees. In the circumstance, Tan should consider whether he should continue on the Board.
Tan and Pang have declared that the sole contention between them and the Independent Directors, is Board composition. In the event Tan & Pang succeed at the EGM, the Company will be left with only two(2) directors and no Independent Directors at all to chair and to staff the Audit, Nominations and Remuneration Committees. If Tan and Pang are permitted to control the Board composition they will effectively, as 27.4% shareholder, control the Company.
Whilst SIAS recognises the legal right of shareholders to call an EGM to remove directors, at the same time shareholders should also take into account the potential detrimental effects to the business of the company when the fate of directors and executives are not certain, particularly when the requisition is served at a time when the Company is at a critical stage in its annual sales canvass.
In the interest of good Corporate Governance, Tan and Pang should consider seriously withdrawing their resolution to remove the Independent Directors and if they insist on continuing, then SIAS calls on all shareholders to consider the ramifications of the resolution succeeding.
David Gerald
President/CEO
For Management Committee
