Activists Take Aim at Singapore's 'Buy, Pray, Hope' Model

[weijian]

Agree with suggestions by valuebuddies in this thread.

+ each ID should own shares in the company equivalent to 5 X annual directors fees as well.

Independent directors can't own shares in the company

This is not exactly true. For example, Mr Phua Bah Lee is an ID for PanUnited (http://www.panunited.com.sg/our-leadership.html) but he also recently bought and own shares in the company (http://infopub.sgx.com/FileOpen/_PBL_FOR...eID=379500)

I think the model between the East and West is slightly different. In the West, there are big reputable companies where already-rich-enough people want to be on the board for fun/make a difference/enhance their reputation. These directors care for their reputation more than the money (think Warren B). In the East, there are too much Godfathers around who own enough to keep themselves and their golf kakis on the paycheck.

If the companies in the East become world class one day, folks who don't need the money will be on the board. If there are less Godfathers around, Mgt will get less cozy..

[weijian]

Agree with suggestions by valuebuddies in this thread.

+ each ID should own shares in the company equivalent to 5 X annual directors fees as well.

I remember some time back in 1 of the AGM, I proposed that IDs should mandatory get half their fees in shares. The Lead ID then responded and said that there are 2 schools of thought and all the blah blah blah....

As OPMIs, there is only one school of thought - IDs should have at least half their remuneration in shares (cold hard shares, and not options)..haha!

[TTTI]

Agree with suggestions by valuebuddies in this thread.

+ each ID should own shares in the company equivalent to 5 X annual directors fees as well.

Independent directors can't own shares in the company

This is not exactly true. For example, Mr Phua Bah Lee is an ID for PanUnited (http://www.panunited.com.sg/our-leadership.html) but he also recently bought and own shares in the company (http://infopub.sgx.com/FileOpen/_PBL_FOR...eID=379500)

I think the model between the East and West is slightly different. In the West, there are big reputable companies where already-rich-enough people want to be on the board for fun/make a difference/enhance their reputation. These directors care for their reputation more than the money (think Warren B). In the East, there are too much Godfathers around who own enough to keep themselves and their golf kakis on the paycheck.

If the companies in the East become world class one day, folks who don't need the money will be on the board. If there are less Godfathers around, Mgt will get less cozy..

My bad.
IDs (and their immediate family members) cannot be substantial SHs. (>5% of the company)

[weijian]

This is not exactly true. For example, Mr Phua Bah Lee is an ID for PanUnited (http://www.panunited.com.sg/our-leadership.html) but he also recently bought and own shares in the company (http://infopub.sgx.com/FileOpen/_PBL_FOR...eID=379500)

I think the model between the East and West is slightly different. In the West, there are big reputable companies where already-rich-enough people want to be on the board for fun/make a difference/enhance their reputation. These directors care for their reputation more than the money (think Warren B). In the East, there are too much Godfathers around who own enough to keep themselves and their golf kakis on the paycheck.

If the companies in the East become world class one day, folks who don't need the money will be on the board. If there are less Godfathers around, Mgt will get less cozy..

My bad.
IDs (and their immediate family members) cannot be substantial SHs. (>5% of the company)

For the benefit of everyone (including myself), I took a look at SGX rule book for independent directors to make the list more exhaustive and accurate for all VBs:

http://rulebook.sgx.com/en/display/displ...55&print=1 (rule 2.3)

An "independent" director is one who has no relationship with the company, its related corporations4, its 10% shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director's independent business judgement with a view to the best interests of the company. The Board should identify in the company's Annual Report each director it considers to be independent. The Board should determine, taking into account the views of the Nominating Committee ("NC"), whether the director is independent in character and judgement and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the director's judgement. Directors should disclose to the Board any such relationship as and when it arises. The Board should state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination, including the following:

(a) a director being employed by the company or any of its related corporations for the current or any of the past three financial years;
(b) a director who has an immediate family member who is, or has been in any of the past three financial years, employed by the company or any of its related corporations and whose remuneration is determined by the remuneration committee;
© a director, or an immediate family member, accepting any significant compensation from the company or any of its related corporations for the provision of services, for the current or immediate past financial year, other than compensation for board service;
(d) a director:
(i) who, in the current or immediate past financial year, is or was; or
(ii) whose immediate family member, in the current or immediate past financial year, is or was,
a 10%shareholder of, or a partner in (with 10% or more stake), or an executive officer of, or a director of, any organisation to which the company or any of its subsidiaries made, or from which the company or any of its subsidiaries received, significant payments or material services (which may include auditing, banking, consulting and legal services), in the current or immediate past financial year. As a guide, payments5 aggregated over any financial year in excess of S$200,000 should generally be deemed significant;
(e) a director who is a 10% shareholder or an immediate family member of a 10% shareholder of the company; or
(f) a director who is or has been directly associated with6 a 10% shareholder of the company, in the current or immediate past financial year.
The relationships set out above are not intended to be exhaustive, and are examples of situations which would deem a director to be not independent. If the Board wishes, in spite of the existence of one or more of these relationships, to consider the director as independent, it should disclose in full the nature of the director's relationship and bear responsibility for explaining why he should be considered independent.