THE board of QT Vascular said there may be " further matters to be established or followed up on" regarding the proposed new directors, including whether the new board will remain in compliance with the code of corporate governance.

 

Requisitioning shareholders Mission Well Limited and Tansri Saridju Benui had called for an extraordinary general meeting (EGM), to be held on Dec 6, for shareholders to vote in Tansri, Mission Well director Christian Kwok-Leun Yau Heilesen and 3 others - Leung Yu Tung Stanley, Zhou Jia Lin and Chay Yiowmin - as new directors of the company.

 

Another EGM will be held on Dec 15 for the removal of current executive director Momi Mimon Brosh as well as independent directors Eric Sho Kian Hin and Ng Boon Eng.

 

QT Vascular' s former chief executive and executive director Eitan Konstantino had stepped down from his role shortly after the requisitioning shareholders signalled their intent to oust him and the other 3 board members from the medtech company.

 

If the proposed new directors are voted in, Tansri will be designated as executive director while Heilesen will be designated as non-independent and non-executive director. Leung, Zhou and Chay will be designated as independent directors.

 

In a bourse filing on Dec 3, QT Vascular said its nominating committee noted that other than Tansri, all the proposed new directors are directors of Ntegrator International, which is listed on the Catalist board of the Singapore Exchange (SGX).

 

It also noted that Heilesen, Leung and Zhou are directors of Incredible Holdings, another SGX Catalist-listed company. Tansri also used to serve as an executive director of Incredible Holdings until November 2015, prior to Heilesen taking over as an executive director and CEO, it said.

 

In addition, Tansri and Leung are directors of Hong Kong-listed Echo International, of which Zhou was an executive director until September 2018.

 

The nominating committee noted that the Code of Corporate Governance 2018 requires that an independent director be " independent in conduct, character and judgement, and has no relationship with the company, its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director' s independent business judgement in the best interests of the company" .

 

The nominating committee said that given the present and past common directorships between the 5 proposed new directors, as well as Heilesen' s position as a substantial shareholder of QT Vascular by way of his deemed interest in shares held by Mission Well, whether the new board is in compliance with the code of corporate governance " needs to be further established" .

 

" This should be reviewed by the applicable nominating committee subsequent to the convening of the appointment EGM should the proposed new independent non-executive directors be appointed," the board said.

 

QT Vascular' s continuing sponsor, Primepartners Corporate Finance, said the proposed new independent directors have confirmed during their interviews with the sponsor that notwithstanding the commonality of directorships, they remain independent as they are also directors of other listed boards and that they understand and will carry out their fiduciary duties as independent directors.

 

" Each proposed new director has confirmed to the sponsor during the interview that they are able to manage their existing directorships and commitments on top of their proposed directorship in the company and that they will be able to fulfil their fiduciary duties to the company," it added. " The proposed new directors are of the view that the additional directorship in the company should not pose a problem to the nominating committees of the other listed companies they are on the board of."

 

QT Vascular' s nominating committee said that nothing has come to its attention to suggest that the proposed new directors are not qualified to be appointed as directors of the company.

 

However, it noted: " There may be further matters to be established or followed up on by the applicable nominating committee subsequent to the convening of the appointment EGM before a conclusion can be reached, inter alia, on the efficacy on the proposed board, including the proposed board' s compliance with the requirements of the code of Corporate Governance 2018."

 

The directors of the current board have also expressed their intention to resign with effect from Dec 8 should the proposed new directors be voted in at the EGM.