Intellectual Honesty and Political Indifference

Following Minister Indranee Rajah’s Parliamentary reply to question 3335 by Mr. Chua Kheng Wee Louis relating to “strengthening disclosure obligations and penalty regimes in view of enforcement actions taken against Noble Group Limited”, Arnaud Vagner’s retort included that “Rajah’s response amounts to “intellectual dishonesty”.

I would like to address a specific section of Minister Indranee Rajah’s response:

"MAS, SGX Regco, ACRA and CAD will continue to thoroughly investigate acts of corporate malfeasance and take appropriate actions to ensure our regulatory system remains fair and robust."

If the above statement presented to Parliament is intellectually honest, can the Minister explain why MAS, SGX Regco, ACRA and CAD have taken no action against Directors of SGX listed EZRA Holdings, EMAS Offshore Limited and Triyards? Singapore investors face significant losses and Singapore's Government Linked DBS bank has a financial exposure of an estimated $637 million following the collapse of the EMAS Group?

The excuses made for the lack of action taken against Noble cannot be used for EZRA Holdings, EMAS Offshore and Triyards, as they were incorporated in Singapore, and I believe there was sufficient evidence to prove offences which were attributable to the neglect of a particular board member. That the board member was the former client of the Second Minister of Law, and the Attorney General was head of Allen & Gledhill, the law firm which represented the board member at the time of the offences, should call for greater scrutiny and not less.

"Rajah adds that additional action could not be taken under Singapore’s Companies Act because Noble was incorporated in Bermuda, while authorities were unable to obtain sufficient evidence to prove offences “were attributable to the neglect of any particular individual”.

I raised serious concerns that a writ which had been served on two subsidiaries of SGX listed EZRA Holdings and implicated a senior board member of EZRA Holdings, Triyards and EMAS Offshore Limited in a pattern of fraud, was not made public prior to US$2 billion of proposed transactions being announced. Not only wasn't the writ made public, but the board member implicated would offer the authorised representative of the Plaintiff and his associates A$3.5 million, which would lead to the retraction (hiding) of the writ from investors. As part of the 'deal', evidence, and letters of retraction, of complaints which had already been made to DBS, SGX, Audit Committees etc. were requested to be handed over to the board member.

The same board member had repeatedly failed to disclose his claim to a beneficial interest in a shareholding of an Australian company, even when over $20 million was being raised from Triyards investors towards the purchase of assets from that Australian company.

The board member and his associates were also involved in a conspiracy to defraud in relation to the same Australian company, with two DBS letters, and a sham option deed purported to have been drawn up by Allen & Gledhill being used.

Aside from the numerous complaints which I raised, NUS Professor Mak Yuen Teen identified serious concerns in a series of articles, involving the EMAS group of companies, which included:

"Based purely on public information, there were arguably failure to disclose material information on a timely basis, false or misleading disclosures, failure to disclose interests in transactions, insider trading, and failure to discharge directors’ duties.

There are also questions as to whether contract wins announced by the companies and the secondary listing of EOL just fifteen months before it started reporting quarterly losses lured investors into buying notes, convertible bonds and shares of the companies."

"There are serious questions relating to the disastrous EMAS-Chiyoda Subsea JV, and other questionable decisions such as those relating to Perisai Petroleum Teknologi, including the JV."

Given the inaction by regulators and legal bodies in relation to activities related to the EMAS Group of companies, I question whether the Singapore Parliament was misled with the statement that:

"MAS, SGX Regco, ACRA and CAD will continue to thoroughly investigate acts of corporate malfeasance and take appropriate actions to ensure our regulatory system remains fair and robust."

By using the word 'continue' it suggests that thorough investigations into acts of corporate malfeasance were already being conducted. This was clearly not true in the case of the EMAS Group. To the contrary, CAD refused to even investigate claiming

"we are of the view that there is insufficient evidence to indicate that a criminal offence had been committed in Singapore. As such, CAD will be taking no further action on the matter."

Amongst many other allegations were that of forgery and the misappropriation of shares. That a financial enticement was paid to make these allegations disappear itself should have warranted a thorough investigation.

Under the circumstances, it would be appropriate for Minister Indranee Rajah to re-visit her response to Parliament and clarify why Minister Edwin Tong's former client was not thoroughly investigated. This is to ensure that neither Parliament or the electorate are misled, and that investors have assurance that even those who are politically connected will not be afforded any 'special treatment' if they are alleged to have undertaken acts amounting to corporate malfeasance.

Julie O'Connor

cc. Minister Indranee Rajah - indranee_rajah@mof.gov.sg

Tan Chuan-Jin (Speaker) - tan_chuan-jin@parl.gov.sg

Lee Hsien Loong (Prime Minister) - lee_hsien_loong@pmo.gov.sg

Lawrence Wong (Deputy Prime Minister) - Lawrence_wong@mof.gov.sg