THE two new directors appointed by CDL’s board have undertaken not to exercise any powers as directors until further notice, said CDL executive chairman Kwek Leng Beng in a surprise statement late on Wednesday night (Feb 26).
He was referring to CDL’s new independent directors Jennifer Duong Young and Wong Su Yen, whom Kwek said were “irregularly and hastily appointed” on Feb 7.
Kwek said that “…following a court hearing today, the serious lapses of corporate governance at CDL have now been halted.”
Sherman Kwek, Philip Lee, Wong Ai Ai and the remaining directors acting in concert with them have undertaken not to take any further actions regarding their attempted changes to the board committees and management of certain CDL’s subsidiaries, until further notice of court. In addition, the irregularly constituted Nominating and Remuneration Committee has been suspended from taking further action.
Kwek said: “The board committees and the management of the relevant subsidiaries are now safe from further attempts to destabilise, dismantle and reconstitute them. The board and the management of these subsidiaries will now be able to function normally and without unwarranted interference, as they were prior to the attempted coup.
“I must stress that strong corporate governance is the foundation of a well-functioning and sustainable business. It ensures transparency, accountability and responsible decision-making, which are critical to maintaining investor confidence and protecting the long-term interests of our shareholders.
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“We will continue to ensure the stability of CDL and the group, with a view to protecting our shareholders and creating long-term value for them.”
Court documents obtained by The Business Times indicated that Kwek had sought an injunction against Young and Wong to prevent them from exercising the powers of a director.
In his suit filed in the High Court this month, he named Sherman Kwek, Wong, Young, Carol Fong (also known as Carolina Chan), Daniel Marie Ghislain Desbaillets, Wong Ai Ai and Philip Lee as defendants. Kwek, CDL, Philip Yeo, Colin Ong and Chong Yoon Chou were the applicants.
The five applicants were represented by lawyers from LVM Law Chambers, a law firm led by Senior Counsel Lok Vi Ming. Court documents indicated that the defendants had yet to appoint counsel.
In his originating application, Kwek had requested for the defendants to be “restrained from doing any acts pursuant to or in furtherance of the directors’ resolution in writing dated Feb 21”.
The defendants are to “take such steps as are necessary to reverse the effects of the resolutions purportedly passed”, the court documents noted.
