KUALA LUMPUR (April 19): Cecile Jaclyn Thai, the daughter of Supermax Corp Bhd executive chairman and major shareholder Datuk Seri Stanley Thai, claimed she quit as the group's non-executive director as she had experienced "bullying and silencing" from other board members, including her father, while trying to uphold her fiduciary duties.

In her resignation letter dated April 16, which was sighted by The Edge, she claimed there had been concerted attempts by Supermax's board "to act against corporate governance practices, punish dissent and silence transparency", which led to her decision to step down from her position.

When contacted, a spokesperson for Cecile confirmed that the letter was authentic. Supermax announced her departure from the board via a bourse filing on Tuesday evening (April 18), citing her disagreement with the board on "several matters" as the reason for her resignation. 

In her letter, Cecile detailed how these disagreements started in November 2021, a month before her father's appointment as the group's 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 (RM210.32 million).

The aircraft was to be purchased by Supermax’s subsidiary Maxter Glove Manufacturing Sdn Bhd to replace one that was acquired only a year prior. Cecile rejected the proposal as she believed the proposed acquisition was not in the best interest of the company.  

“When I emailed the board to clarify that I was in fact not stepping down, Stanley responded that the only position available to me would be a non-executive position, without valid basis or justification. 

“Stanley's stated intentions to remove and later re-designate me arose from the fact that I did not sign the director’s written resolution to approve the proposed acquisition of the new aircraft,” she said.

Then in 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, without being asked for representation as to why this redesignation was required,” she said. 

The 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 was then denied access to a remuneration committee meeting via a Zoom video conference in May 2022, despite being a member of the committee. Then the remuneration committee and nomination committee was suddenly merged in August 2022, while she was removed from the newly merged committee.

“My position in any board committee was the only one completely removed from the new structure, and without valid justification; my request for an explanation as to the basis for my removal was ignored," she said. 

She also accused the group of rescheduling two quarterly board meetings with minimal notice — once in August 2022 and again in February 2023 —  to a day she had specifically said she would not be able to join, causing her to miss the two meetings.

The draft minutes of these meetings, she further claimed, was then withheld from her for over a month after the meeting took place. She only got them on her fourth request, five weeks after the meetings were held.

She claimed that a discussion on the group's corporate governance report, during which she gave her views, was also omitted from the minutes of the board meeting.

"In October 2022, I stated my view that in order for our Corporate Governance Report to be accurate, we ought to disclose that we 'departed' from Practice 1.6 of the Malaysian Code on Corporate Governance. In an opposing view, one member of the board opined that we should keep the declaration as 'applied' because they believed it would not look good if we had changed it to state 'departure'," she said.

Practice 1.6 of the code stipulates that directors receive meeting materials that are complete and accurate within a reasonable period prior to the meeting, and that minutes are circulated in a timely manner after the meeting is concluded.

"When I highlighted to our company secretary at Tricor that this discussion was omitted from the minutes of the board of director's meeting, my feedback was dismissed and the minutes remain incomplete and thus a false representation of what had occured," she added.  

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 in December last year. The shareholder had asked about the group's audited financial statements, specifically about the aircraft purchase. 

"The executive chairman and another member of the board initialy denied me the microphone despite my attempts to address the audience, and subsequently distracted (them) from the topic after I had transparently answered the inquiring shareholder," she said.

The concerted attempt by the board to act against corporate governance practices, she said, is against her principles, ethics and values.

"As such, 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 as she concluded her letter, adding she wanted the reason for her departure and the disagreements she had with Supermax's board be accurately announced to Bursa.

Stanley co-founded Supermax with his wife Datin Seri Cheryl Tan Bee Geok. They both have a 38.376% stake in the company, while Cecile holds 211,258 shares.  

Supermax shares closed 7.22% or seven sen lower at 90 sen on Wednesday, giving the group a market capitalisation of RM2.45 billion.

Read also:
Supermax refutes allegations made by Stanley Thai's daughter Cecile
Stanley Thai’s daughter Cecile resigns from Supermax board, cites disagreement over several matters