Change - Announcement Of Re-Designation Of Executive Director To Non-Independent And Non-Executive Director
| Announcement Title | : Change - Announcement of Appointment |
| Date & Time of Broadcast | : Aug 11, 2020, 17:58 |
| Status | : New |
| Announcement Sub Title | : Re-designation of Executive Director to Non-Independent and Non-Executive Director |
| Announcement Reference | : SG200811OTHRMT5I |
| Submitted By (Co./ Ind. Name) | : Hermawan Fridiana Herman |
| Designation | : Executive Director, Finance |
| Description (Please provide a detailed description of the event in the box below) | : Re-designation of Executive Director to Non-Independent and Non-Executive Director, Non-executive Chairman |
| Additional Details | |
| Date Of Appointment | : 31/08/2020 |
| Name Of Person | : Masli Mulia |
| Age | : 74 |
| Country Of Principal Residence | : Indonesia |
| Date of the last re-appointment (if applicable) | : 29/04/2019 |
| The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process) | : The Board, having considered the Nominating Committee's recommendation and assessment of Mr. Masli Mulia's ("Mr. Masli") past contributions and wealth of knowledge of the Group's operations, is of the view that since Mr. Masli has ceased to be part of the Company's day-to-day management and was no longer part of the Management, the Group would benefit from the continued tenure of Mr. Masli as a Non-Executive Director and approved Mr. Masli's re-designation from the Executive Director to Non-Independent and Non-Executive Director of the Company. Accordingly, Mr. Masli will be re-designated as Non-Executive Chairman. |
| Whether appointment is executive, and if so, the area of responsibility | : Non-Executive |
| Job Title (e.g. Lead ID, AC Chairman, AC Member, etc.) | : Non-Executive and Non-Independent Director |
| Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer, and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries | : Yes Father of Mr. Trisnadi Sukur Muslim Mulia, Deputy Director of the Company. Husband of Ms. Chandraleika Mulia, being a substantial shareholder of PT Ngrumat Bondo Utomo (a substantial shareholder of PT Samudera Indonesia Tbk, which is a substantial shareholder of the Company). Father of Mr. Bani Maulana Mulia, who is a President Director of PT Samudera Indonesia Tbk and PT Ngrumat Bondo Utomo. |
| Conflict of interests (including any competing business) | : Yes Mr. Masli is a director/commissioner of the companies listed in Appendix A. The Company and its subsidiaries ("Group Companies") have entered into transactions with some of the companies listed in Appendix A. The Group may enter into new transactions or renew some of the existing engagement with some of the companies listed in Appendix A. Any potential conflict of interest will be mitigated as follows: 1. Mr. Masli is answerable to the Board of Directors of the Company. All the major decisions involving the Group will be determined by the Board of Directors of the Company. The Board of Directors will review instances of conflict of interest involving Mr. Masli. 2. In instances where conflict of interest exist, Mr. Masli will abstain from voting and/or making recommendations. 3. The Company has an internal procedure mechanism to assess and ensure that transactions involving conflict of interest shall be on an arm's length basis and not prejudicial to the interest of the Group Companies and shareholders of the Company. 4. The Audit Committee will review any actual or potential conflicts of interest. The review involves an examination of the nature of the conflict. The Audit Committee will propose measures for the Company to mitigate the impact of such conflict of interest. |
| Working experience and occupation(s) during the past 10 years | : Samudera Shipping Line Ltd 2010 to Present: Chairman 2007 to 2010: Executive Director, Logistics and Forwarding PT Samudera Indonesia Tbk 2020 to Present: Commissioner 2010 to 2020: President Director PT Samudera Indonesia Tangguh 2020 to Present: Commissioner 2019 to 2020: President Director 2009 to 2011: President Commissioner 2012 to 2016: PT Samudera Shipping Services - Commissioner 2010 to Present: PT GAC Samudera Logistics - President Commissioner 2010 to 2020 : PT Masaji Prayasa Cargo - President Commissioner |
| Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6)) | : Yes |
| Shareholding interest in the listed issuer and its subsidiaries? | : No |
| Shareholding Details | : Samudera Shipping Line Ltd - 3,272,000 shares |
| # These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8). | |
| Past (for the last 5 years) | : PT Samudera Indonesia Tbk - President Director PT Samudera Indonesia Tangguh - President Director |
| Present | : Please refer to Appendix "A" |
| (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? | : No |
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against any entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? | : No |
| (c) Whether there is any unsatisfied judgment against him? | : No |
| (d) Whether he has ever been convicted of any offense, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? | : No |
| (e) Whether he has ever been convicted of any offense, 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 has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? | : No |
| (f) Whether at any time during the last 10 years, judgment 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, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? | : No |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offense in connection with the formation or management of any entity or business trust? | : No |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? | : No |
| (i) Whether he has ever been the subject of any order, judgment, 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, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? | : No |
| (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 |
| Any prior experience as a director of an issuer listed on the Exchange? | : Yes |
| If Yes, Please provide details of prior experience | : Mr. Masli Mulia was appointed as an Executive Director and Chairman of Samudera Shipping Line Ltd on 1 June 2010 |
| Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable) | : NA |
Attachments