THE endorsement by Star Media Group Bhd independent non-executive chairman Tan Sri Chor Chee Heung for MCA Wanita chairperson Wong You Fong to be re-designated as an independent director could have constituted blatant corporate governance (CG) breaches.

This comes about even as the former Housing and Local Government Minister (2010-2013) who was appointed to Star Media’s board on March 15, 2021 having assured shareholders that both he and Wong who was appointed as a non-independent non-executive director on June 1, 2017 “are not nominees of MCA” which owns a 43.23% direct stake in the now multi-channel media group.

“A director does not become independent just because we say so or wish so. We must look at the facts of the case and the surrounding circumstances and how a reasonable person would view the situation,” the Minority Shareholders Watch Group (MSWG) CEO Devanesan Evanson told FocusM.

“We should apply the reasonable man test. It is all about substance over form. An unbiased legal opinion might help.”

For context, Chor who was chairing Star Media’s extraordinary general meeting (EGM) yesterday (May 31) further quantified that an assessment conducted by the group’s nomination committee found Wong, 50, who became MCA’s acting women’s wing chief on Dec 19 last year as qualified for her independent director role.

“I would like to assure our shareholders that when we are all appointed to the board, the fiduciary duty of the directors of the company is always at the forefront of our minds when making decisions,” he was quoted as saying by theedgemalaysia.com.

“Madam Wong is neither a nominee nor the representative of the company’s majority shareholder MCA. Based on the yearly assessment conducted by the nomination committee of the company and Madam Wong’s written declaration, she is deemed independent and has been acting in the best interest of the company.”

Elsewhere, Chor, 67, also defended his designation as the independent chairman by justifying that he is just an ordinary member of MCA after having retired from key posts in the political party since 2013. He was previously a vice-president of MCA.

Including Chor and Wong, Star Media has four independent directors as well as two non-independent directors for a six-member board of directors.

The company saw the retirement of two independent directors who chose not to seek re-election in the group’s annual general meeting on May 23, namely Christina Foo and Choong Tuck Oon.

Foo had served the board for eight months following her appointment in October last year while Choong had served as an independent director of the company for six years.

The Edge and its owner, Tan Sri Tong Kooi Ong, is a substantial shareholder of Star Media, after buying a 5.42% stake in the group in April.

At the close of today’s trading, Star Media was up 1 sen or 2.25% to 45.5 sen with 15.22 million shares traded, thus valuing the company at RM336 mil. - June 1, 2023

https://focusmalaysia.my/why-independence-of-wanita-mcas-chief-as-star-medias-independent-director-raises-eyebrows/