Cecile Thai Claims Supermax Board Failed In Corporate Governance Fiduciary Duties

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Cecile Jaclyn Thai said she experienced “bullying and silencing” from board members while trying to uphold her fiduciary duties. (Twitter pic)PETALING JAYA: Cecile Jaclyn Thai, the daughter of Supermax Corp Bhd co-founder and executive chairman Stanley Thai, said she resigned as non-executive director over the board’s alleged failure to uphold corporate governance practices and their fiduciary responsibilities.
“I cannot in good conscience continue serving on this board of directors that do not act in alignment with their fiduciary responsibilities to put the company and its shareholders first,” she said in her resignation letter dated April 16, according to a report in The Edge.
She also wanted the reason for her departure and disagreements she had with the board to be accurately announced to Bursa Malaysia.
Ads by KioskedIn her explosive resignation letter, she claimed there had been concerted attempts by the glove maker’s board to “act against corporate governance practices, punish dissent and silence transparency”, leading to her decision to step down.
Cecile, 35, also alleged she experienced “bullying and silencing” from other board members, including her father, while trying to uphold her fiduciary duties.
A spokesperson for Cecile confirmed that the letter was authentic, said the report.
Supermax announced her resignation from the board in a Bursa Malaysia filing yesterday, citing her disagreement with the board on several matters as the reason for her resignation.
Cecile, who holds just 211,258 shares, was appointed executive director on Jan 2, 2018, and subsequently re-designated as a non-independent, non-executive director on Feb 28, 2022.
Stanley and his wife Cheryl Tan Bee Geok founded the company in 1987 and currently control a 38.37% stake in the group.
Ads by KioskedDispute over RM210 million airplane
In her letter, Cecile recounted how these disagreements started in November 2021, a month before her father’s appointment as executive chairman took effect, when he stated his intention to remove her from the board following her opposition to his proposed purchase of a new aircraft for US$47.39 million (RM210.52 million).
The aircraft was to be purchased by Supermax subsidiary Maxter Glove Manufacturing Sdn Bhd to replace the one acquired just a year earlier. Cecile said she rejected the proposal as the proposed acquisition was not in the company’s best interest.
“Stanley’s stated intentions to remove and later re-designate me [as non-executive director] arose from the fact that I did not sign the director’s written resolution to approve the proposed acquisition of the new aircraft,” she added.
In 2020 February last year, she expressed her view that the conferment of sole authority on Stanley as the single authorised person for the company’s bank accounts was against the company’s financial accountability and corporate governance practices.
“My request that the audit committee hold a meeting and provide specific guidance was ignored. As I was raising concerns about fiduciary and governance matters such as this and the aforementioned aircraft purchase, I was redesignated from executive director to non-independent non-executive director,” she said.
Ads by KioskedThe public was told that her redesignation was due to the closure of the group’s contact lens division in the US, but Cecile said her position as executive director had never been wholly based on its existence.
“Moreover, my redesignation had been decided on by Stanley in November 2021, several months before the closure,” she noted.
Cecile also claimed she was denied access to a remuneration committee meeting via a Zoom video conference in May 2022, despite being a member of the committee. The remuneration committee and nomination committee were suddenly merged in August 2022, and she was removed from the newly merged committee.
She also claimed the board had tried to stop her from responding to a question posed by a shareholder during the group’s annual general meeting last December. The shareholder had asked about the group’s audited financial statements, and specifically about the aircraft purchase.
The concerted attempt by the board to act against corporate governance practices was against her principles, ethics and values, she added.
Supermax shares closed seven sen or 7.22% lower at 90 sen today, valuing the group at RM2.45 billion. - FMT

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