Monday, November 29, 1999

Parkway mgmt panel allows Fortis-linked director to continue

News posted by www.newsinfoline.com

Singapore, July 6 (PTI) A committee of directors of Parkway Holdings today cleared way for one of its independent directors Richard Seow, who has a co-investment relationship with India''s Fortis Healthcare, to continue in his position despite a majority of directors opposing it. Parkway Holdings had formed a six-member nomination committee, including Seow himself, to assess if he should be considered as an independent director. The move follows disclosure that Seow had an arrangement with Fortis Global Healthcare Mauritius that would allow the group firm Fortis to direct him on how to vote at shareholders and directors meetings. "Richard Seow had always in the past exercised his independent business judgment with a view to be the best interest of the company and sees no reason why Seow will not be able to continue to act in the best interest of all shareholders as a director of the company going forward," Parkway Holdings chairman-nominating committee Chang See Hiang said in a letter to the Singapore Stock Exchange. This is despite the committee finding that Seow "cannot be reasonably perceived to be able to exercise independent business judgement.and accordingly should not be an independent director of the company". Defending his position, Seow had written to the chairman that despite his arrangement with Fortis, "in case of my actions and votes as a director I have a specific legal right to act always in accordance with my legal and fiduciary duties as director of the company, which Fortis cannot override". The role of Parkway vice-chairman Richard Seow, executive vice-chairman Lim Cheok Peng and chief executive Tan See Leng came under the scanner following Khazanahs sweetened offer to take a majority stake in the hospital chain, and Fortis counter-offer to take complete control of it. The trio had entered into a co-investment agreement with Fortis in March to secure their roles in Parkway under the management control of Fortis. The question raised in some quarters was whether Seow could still fulfill his fiduciary duties as an independent director given that he had entered into a relation with the takeover suitor to vote a certain way. Last month, Khazanah had offered a partial counter-offer at 3.78 Singapore dollar a share to raise its stake to 51 percent in the largest listed hospital chain in Asia. But Fortis on July 1 came back with a 3.80 Singapore dollar a share offer to buy out the entire stake. Fortis has 25.37 percent stake in Parkway and Khazanah 23.32 percent. The rest is held by independent investors. PTI MSS RKL.

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