These longstanding directors also had various types of relationships with Hyflux which raise further questions about their independence.
https://www.businesstimes.com.sg/opinion/hyfluxs-board-ticked-boxes-but-let-down-stakeholders
Hyflux was re-designating directors from non-independent to independent, or vice versa and then back again, as if independence was an on-off switch, and was not transparent when doing such re-designations.
Christopher Murugasu, appointed to the board in February 2005, was formerly senior vice-president of corporate services at Hyflux. He first joined the board as an NINED, but was re-designated to an INED in 2010. His sister, Dr Deirdre Murugasu, was a long-time employee of Hyflux, having joined the company in 1996, and proceeding to hold positions of chief operating officer, deputy CEO and senior advisor to Ms Lum, before leaving the company in 2006. Dr Murugasu held as much as 3.13 per cent of the shares of Hyflux shortly after its listing. Given the close relationships between the Murugasus and the company, it's a valid question to ask if Christopher Murugasu is truly independent, regardless of how long ago he was a senior executive of Hyflux.
Two other INEDs -
Lee Joo Hai and Teo Kiang Kok - have been on the board since December 2000, with Mr Teo serving as the lead independent director.
Over the years, there were other relationships between Hyflux and both Mr Teo and Mr Lee.
Mr Teo's brother, Teo Yuan Cheng Casey, was vice-president of business development from May 2005 and was disclosed as an immediate family member of Teo Kiang Kok earning remuneration below S$250,000 until the 2008 annual report.
In the case of
Mr Lee - a partner at BDO LLP from 1986 to 2013 - BDO Raffles provided internal audit services to the company amounting to S$186,000 between FY2005 and FY2008. While the amounts may not have crossed the annual S$200,000 threshold for payments for professional services under the Code, there is nevertheless at least perception of a conflict when a director or his firm is providing other services to the company.
Further,
Mr Lee was, and remains, the chairman of the Audit Committee which is supposed to oversee the internal audit function. Since the internal audit is supposed to report directly to the Audit Committee and the committee is supposed to oversee the internal audit function, there is clearly a conflict. The internal audit is supposed to provide independent assurance over Hyflux's internal control and risk management, and the conflict could have hampered its effectiveness.
The Investment Committee, formed in FY2014, is chaired by
Ms Lum herself. It is supposed to assist the board in overseeing the investment policy and strategy for Hyflux, including reviewing proposals on major investments and making recommendations to the board for approval. Given the role of Ms Lum as founder, controlling shareholder, executive chairman and CEO - plus chairman of the Investment Committee - she is likely to call the shots in investment decisions. It is of even greater concern that she may not have the expertise and experience in finance and investment.