Noble founder Richard Elman quits as non-executive director; firm to 'vigorously resist' lawsuit by top shareholder

The reported lawsuit comes after Noble Group's credit ratings were downgraded by S&P Global Ratings, after it missed principal and interest payments on bonds due on March 20, 2018.
The reported lawsuit comes after Noble Group's credit ratings were downgraded by S&P Global Ratings, after it missed principal and interest payments on bonds due on March 20, 2018.PHOTO: REUTERS

SINGAPORE - Noble founder, non-executive director and chairman emeritus Richard Elman, 77, has resigned with immediate effect.

This comes as the company is facing pressure from its creditors and shareholders. In a separate announcement on Wednesday (March 21), the commodities trading company said it intends to "vigorously resist" a lawsuit by major shareholder Goldilocks Investment accusing it of inflating profits to raise money.

The beleaguered commodity trader said that it had not been served with the writ as at 7.26am on Wednesday and was unable to comment on the accuracy of news reports about the lawsuit.

However, "the company believes the allegations in the lawsuit... to be unfounded and intends to vigorously resist them if served".

Noble said further announcements will be made "as and when this matter develops".

Mr Elman had retained a presence in the company he founded in 1986, even as he gradually gave up his leadership responsibilities over the years.

He stepped down as CEO at the end of 2009 and became non-executive chairman, though he struggled to hand over the reins - the group had five CEOs in seven years.

Mr Elman eventually also stepped down as chairman when Paul Brough, a restructuring specialist who helped to liquidate Lehman Brothers, was appointed to the role last year. The position of chairman emeritus was then created for Mr Elman.

The firm's major shareholder Goldilocks Investment Company welcomed Mr Elman's resignation, calling it a "new dawn" for the company, even as it raised questions on whether the resignation entitles Mr Elman to any further payments or severance.

"Despite lack of reasons, Mr Elman's resignation should be welcomed," it said in an emailed statement. "It presents an opportunity for a new board composition which would greater protect stakeholder interest and transparency."

A board consisting of a majority of independent directors may be the stepping stone towards a fairer restructuring scheme, it added.

"Unlike what many have been portrayed, Goldilocks has never been against the restructuring of Noble. Instead, it has consistently advocated for a better shareholders' value recognition instead of the continued payouts to the management team," it said.

"Goldilocks is assessing a possible new management team and will be looking to make proposals to replace the current ones."

Goldilocks' lawsuit against Noble comes after the Hong Kong-based company's credit ratings were downgraded by S&P Global Ratings on the heels of missed principal and interest payments on bonds due on Tuesday.

According to a Bloomberg report, which cited documents filed in Singapore's High Court, Goldilocks is accusing Noble and its executives, including Mr Elman, of relying "on the inflated profits and balance sheet to raise capital through bond and right issues on the SGX (Singapore Exchange) and borrowing from financial institutions".

The 72-page filings claim that Noble's management paid themselves inflated salaries, and then tried a cover-up when the accounts came under increased scrutiny, Bloomberg's report said.

It added that Goldilocks is seeking relief from Noble on behalf of shareholders, which includes some US$169 million paid to executives between 2011 and 2017, and interest and damages assessed by the court.

Goldilocks also reportedly wants a declaration from the court that the defendants breached their fiduciary duties.