Two directors of embattled Raffles Education Corporation (REC) have retired from its board, including one who was asked to hold back her resignation as it "could attract unnecessary attention".
Independent and non-executive director Gan Hui Tin had wanted to quit the board in June this year because of her disagreement with the company for not disclosing a RM410 million (S$132.5 million) writ and statements of claims filed by Affin Bank in May in Malaysia's High Court on loans taken by REC subsidiaries.
REC did not disclose the writ to Singapore Exchange (SGX) until the end of July, saying the legal action was "bound to fail".
On Oct 21, REC announced that six of its group directors, including Ms Gan and REC chairman and chief executive Chew Hua Seng, were being investigated by the Singapore authorities for a potential breach of rules in relation to the loans.
The others were Mr Lim How Teck, Mr Joseph He June and Mr Ng Kwan Meng, as well as Mr Chew's wife Doris Chung Gim Lian, who sits on the board of a Malaysian subsidiary.
Ms Gan had called Mr Chew on June 16 and followed up with an e-mail the next day to say she would like to resign from the board with immediate effect, REC said in a notice of her departure on Saturday.
But Mr Chew asked Ms Gan to hold back her resignation until REC's annual general meeting (AGM).
He said the reason for differences in opinion with the board, as stated by Ms Gan in her resignation notice, "could attract unnecessary attention".
"Hence this could potentially jeopardise REC's ongoing negotiations with Affin Bank."
Mr Chew assured Ms Gan that negotiations with Affin Bank were "progressing well" and that the writ would be withdrawn soon.
Ms Gan then decided to hold back her resignation till Oct 30, when she retired from the board.
But in its notice to SGX on Ms Gan's retirement, REC said she continued to take different positions from the board on "certain announcements" to shareholders and responses to SGX queries.
Ms Gan, who was also chairman of REC's nominating committee and member of its audit committee, held senior positions in various banks prior to becoming a private investment consultant.
These include managing director and adviser at Bank Paribas, and senior appointments in Chase Manhattan Bank, Bank Brussels Lambert and Hong Leong Group and its HL Bank.
REC, whose independent auditors had highlighted material uncertainty on its ability to continue as a going concern, has been busy responding to numerous regulatory queries in recent weeks.
Nevertheless, REC managed to get all its nine ordinary resolutions passed at its AGM, including to receive and adopt an audited statement listing the emoluments paid to its directors and an independent auditor's report.
Also passed were REC's performance shares plan, and the authority to allot and issue shares up to 50 per cent of the total issued share capital of the company.
Besides Ms Gan, also retiring from the board on Oct 30 was non-independent director Liu Ying Chun. He headed REC's Oriental University City (or OUC) subsidiaries in various countries.
The remaining directors who were re-elected to the board were Mr Chew and independent non-executive directors, Mr Ng and Ms Lim Siew Mun. They join lead independent non-executive director, Mr Lim, and non-independent non-executive director, Mr He, who were not due for re-election.
Also on Saturday, REC disclosed that officers from the Economic Offences Wing of the Delhi Police in India had gone to the offices of its Indian units Millennium Infradevelopers and Educomp-Raffles Higher Education on Oct 27 to obtain information and seize certain documents.
Said REC: "We understand this relates to a matter which has been closed on Dec 11, 2020, which we understand may have been subsequently reopened. Till today, the company has not been served with any summons or been served with any formal notification to either assist in this investigation or produce documents."
