| Announcement Title | Change - Announcement of Appointment |
| Announcement Subtitle | Appointment of Independent Director who is an Audit Committee Member |
| Securities | MDR LIMITED (MDR) |
| Date & Time of Broadcast | Nov 12, 2015 18:31 |
| Submitted By | Madan Mohan Company Secretary |
| Effective Date and Time | Nov 12, 2015 17:00 |
| Description | Appointment of Independent Director who is an Audit Committee Member. |
| Appointment Details | |
| Date of appointment | Nov 12, 2015 |
| Name of person | Mr Ng Tiak Soon |
| Age | 66 |
| Country of principal residence | Singapore |
| The Board's comments on this appointment | Upon considering the recommendation of the Nominating Committee and the qualifications and experience of Mr Ng Tiak Soon ("Mr Ng"), the Board of Directors (the "Board") of mDR Ltd approved the appointment of Mr Ng as part of the Board's renewal process. The search and nomination process for Mr Ng is through contacts and recommendation. |
| Whether appointment is executive, and if so, the area of responsibility | Non-Executive |
| Job title | Independent Director AC Chairman, RC Member, NC Member |
| Familial relationship with any director and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries | N.A. |
| Conflict of interests (including any competing business) | N.A. |
| Working experience and occupation(s) during the past 10 years | 2013 - Present Independent Director, Eurosports Global Limited 2011 - Present Independent Director, 800 Super Holdings Ltd 2011 - 2014 Independent Director, Cordlife Group Ltd 2008 - 2014 Independent Director, St. James Holdings Ltd 2007 - 2009 Independent Director, Wanxiang International Ltd 2006 - 2013 Independent Director, Kinergy Ltd 1986 - 2005 Ernst & Young |
| Shareholding interest in the listed issuer and its subsidiaries | No |
| Other Directorships | |
| Note: These fields are not applicable for announcements of appointments pursuant to Listing Rule 704(9) or Catalist Rule 704(8) | |
| Past (for the last 5 years) | Kinergy Ltd Cordlife Group Limited St James Holdings Ltd |
| Present | 800 Super Holdings Limited Eurosports Global Limited |
| Information Required Persuant To Listing Rule 704(7)(H) | |
| (a) Whether at any time during the past 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? | No |
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at any time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? | No |
| (c) Whether there is any unsatisfied judgment against him? | No |
| (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? | No |
| (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? | No |
| (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? | No |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? | No |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? | No |
| (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? | No |
| (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of:- | |
| (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or | No |
| (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or | No |
| (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or | No |
| (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? | No |
| (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued with any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? | Yes |
| If yes, please provide full details | In late 2003 or 2004, Mr Ng assisted in investigations conducted by the Commercial Affairs Department ("CAD") in relation to the affairs of a company incorporated in Singapore. Mr Ng was interviewed by the CAD in his capacity as an audit partner of Messrs Ernst & Young, which had provided audit and other services to the company under investigation. He was not the subject of investigations and was not involved in the management of the aforesaid company at any time whatsoever. Mr Ng was a director of Kengly Offset Printing Pte Ltd ("Kengly"), a company incorporated in Singapore sometime in 1979. Kengly was a dormant company when he joined as a director on 25 March 1980. Sometime in late 1981/early 1982, or thereabouts, summons were issued by the Registry of Companies (now known as the Accounting and Regulatory Authority of Singapore) against the directors for failure to hold its annual general meeting and file its annual return within the requisite period. The matter was resolved upon payment of a penalty of about S$200. Subsequently, Mr Ng resigned as a director of Kengly on 30 April 1982. |
| Information Required persuant to Listing Rule 704(7)(I) | |
| Note: Disclosure applicable to the appointment of Director only | |
| Any prior experience as a director of a listed company? | Yes |
| If yes, please provide full details | Independent Director, Eurosports Global Limited Independent Director, 800 Super Holdings Ltd Former Independent Director, Cordlife Group Ltd Former Independent Director, Kinergy Ltd Former Independent Director, St James Holdings Ltd Former Independent Director, Wanxiang International Ltd |