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Hyflux director Simon Tay quits after commenting on legal adviser WongPartnership's exit

Hyflux director Simon Tay quits after commenting on legal adviser WongPartnership's exit

Source: Business Times
Article Date: 10 Feb 2020
Author: Rachel Mui

As a result of his resignation from Hyflux, Simon Tay has ceased to be a member of Hyflux's risk management and investment committees.

Updated on 11 Feb 2020

Hyflux on Friday night announced that non-executive independent director Simon Tay has resigned voluntarily due to his "inability to fulfil his duties as an independent director".

Mr Tay, 59, is also a senior consultant at law firm WongPartnership (WongP). His resignation, effective last Friday, came after "unresolved differences in opinion" regarding WongP's decision to discharge itself from representing the water treatment firm, Hyflux said in a regulatory filing on Friday.

Both Hyflux and WongP had separately cited a "loss of confidence" and trust in each other last month. Hyflux then went on to appoint Clifford Chance and Cavenagh Law as its legal advisers in WongP's place.

Before he resigned as a director of the water treatment firm, Mr Tay had in a Feb 2 Facebook post commented on WongP's decision to discharge itself. He also said in the post that he would be recusing himself at Hyflux and not take part in any discussion or decision relating to WongP. Mr Tay noted that as a senior consultant at WongP, he does not manage the law firm and leaves to his partners any matters relating to Hyflux.

Following that, Hyflux published a notification saying Clifford Chance and Cavenagh Law had sent a letter to Mr Tay on Feb 4 to respond to his Facebook post.

In the letter, the lawyers wrote that Mr Tay, as a Hyflux board member, did not recuse himself nor object to the board's announcement on Jan 29 which said that Hyflux has lost confidence and trust in WongP. He also did not object to the resolution passed by Hyflux's board on Jan 30 which contained an explanation of why the company lost trust and confidence in WongP, according to the letter.

"It would appear that despite having agreed to recuse yourself from any discussion relating to WongPartnership, you consider it appropriate as an independent director, to discuss that very same matter publicly," Clifford Chance and Cavenagh Law said in the letter.

The lawyers also asked Mr Tay to publish the letter as a comment on his Facebook page, but he has not done so, Hyflux noted.

When approached by The Business Times (BT) on Monday, Mr Tay said he did not agree with how the lawyers have characterised his actions. "I had hoped and wanted to stay on to lend my eye on governance and try to help creditors and shareholders in the complex restructuring ahead. But I cannot do so in these circumstances," Mr Tay said in an e-mail response.

In his resignation letter addressed to Hyflux chief executive Olivia Lum on Feb 7, Mr Tay noted that Hyflux's board did not raise the Facebook post issue with him directly before instructing its lawyers to issue the Feb 4 letter.

Mr Tay had also suggested a meeting among board members to sort out any misunderstanding, though this did not materialise. "The fact that the board should refuse to meet with a fellow board director at his request does not accord with the comity and mutual respect... to be expected of a well-functioning board," Mr Tay noted in his resignation letter.

"The demand that I publish the Feb 4 Letter on my Facebook without condition and without any room for discussion is a clear sign that the board is seeking to impede my rights and impede me from carrying out my duties as an independent director.

"In my view, the above evidences a clear breakdown of the working relationship between the board and me," Mr Tay added.

As a result of his resignation from Hyflux, Mr Tay has ceased to be a member of Hyflux's risk management and investment committees. He was appointed as non-executive independent director in May 2011. As at Feb 7, he held 500,000 of Hyflux's 6 per cent perpetual securities as well as 350,000 share options in his own name.

Separately, Mr Tay is also associate professor at the National University of Singapore's faculty of law, director at Far East Organization, as well as independent and non-executive director at LGT Bank (Singapore).

He is currently chairman at the Singapore Institute of International Affairs and also serves as Singapore's non-resident ambassador to Greece.

Source: Business Times © Singapore Press Holdings Ltd. Permission required for reproduction.

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