KUALA LUMPUR (Jan 16): Revenue Group Bhd's founding brothers Brian Ng Shih Chiow and Dino Ng Shih Fang, who have been accused by the group's management of "certain complaints" and subsequently suspended from their executive director functions less than two weeks ago pending an investigation, are striking back at their accusers.
Brian, who is the largest single shareholder of the e-payment solutions provider with an 11.637% stake, served a notice of requisition to the group last Friday to call for an extraordinary general meeting to remove its current board of directors, save for him and Dino, who is the group’s second-largest shareholder with an 11.44% stake.
The nine current directors he wants removed are: chairman Nor Azzam Abdul Jalil, managing director-cum-alternative chairman Eddie Ng Chee Siong, Ng Chee Keong, Lai Wei Keat, Loo Jo Anne, Jade Lee Gaik Suan, Alwizah Al-Yafii Ahmad Kamal, Ooi Guan Hoe and Tham Sai Cheong.
Eddie is also a co-founder of Revenue Group. He has no familial relationship with Brian and Dino.
Besides the removal of the nine, Brian wants to appoint three others in their stead. The three are: Datuk Ammar Shaikh Mahmood Naim, Chong Yu Cheang and Adinor Mohamed Yunus as directors of Revenue Group.
In a statement, Brian said he is "very concerned and extremely disappointed by the sharp deterioration and destruction of shareholders wealth since the company was listed on Bursa Malaysia in July 2018".
"The existing board, which is bloated, has failed to galvanise the underlying inherent and strong fundamentals of the company forward. This has resulted in the diminishing market capitalisation of RGB from its peak of approximately RM1 billion to a mere RM234 million as of Jan 13, 2023," he said.
"These three new directors that I am nominating in the EGM are highly qualified individuals, bringing together with them 88 years of cumulative and in-depth working experiences covering administration, operation, and management in various governmental institutions and banking industry spanning risk management, treasury, strategic planning, coupled with hands-on internal audit, taxation, corporate governance, and business advisory services to reputable corporations," he said.
Ammar, according to Brian, just retired as the state secretary of the Kedah government in August last year. Prior to that, he was the Kedah state financial oficer.
Adinor, who spent most of his working life in the banking fraternity, left Bank Muamalat Malaysia Bhd in 2019 as its chief economist. He was also previously the bank's head of risk management and chief risk officer.
Chong, meanwhile, has been executive director of Moore Stephens Associates Plt since 2016, where he provides risk and governance assurance as well as advisory services to corporate clients.
"It is indisputable that the central IT personnel in RGB is Dino Ng, my brother, who is the chief technology officer and I am the chief operations officer, taking charge of the backroom operations. Both of us have always been in the backend of the company.
"It is high time now that going forward, these three new qualified professionals be tasked to take good care of RGB on the corporate front, whilst both of us continue to stay at the backend doing what we are best at all this while. Both of us shall remain as executive directors of RGB, as well as the substantial shareholders," Brian said.
He said the proposed new directors are "true professionals who had no linkage or business dealings with RGB before their proposed appointment as directors of RGB", and will set "a clear corporate governance and independence culture from the existing board, which is bloated and intertwined with friendships and vested interests".
"RGB's core business is in the electronic payment transaction and related services which deals with banking institutions. Integrity and transparency of the board are two key cornerstones of the company going forward, which should not be compromised, blemished and shall be defended at any cost," he added.
Besides the board room revamp, he wants a resolution for the group's proposed diversification into property development, construction and property investment be approved. He also proposed to cancel the board's authority to allot shares, and an approved share buy-back.
Following his statement, he called for a press conference on Tuesday.
Revenue Group, meanwhile, said it is seeking legal advice on Brian's EGM request and would make further announcements on any material development.
On Jan 4, the group announced that Brian and Dino had been suspended from their executive functions pending the aforementioned investigation. It also claimed that the brothers had illegally entered the group's premises and seized its documents and items. It had filed a police report over the incident.
Revenue Group shares ended 26.5 sen or 54.64% higher at 75 sen on Monday, giving the group a market capitalisation of RM357.96 million.