Singapore—Embattled water treatment firm Hyflux announced on February 7 (Friday) that Simon Tay, who had served as a non-executive independent director for the company had voluntarily resigned due to an “inability to fulfil his duties as an independent director”.

Mr Tay’s resignation came on the heels of the announcement of the decision from WongPartnership in late January to apply to discharge itself from representing Hyflux. Mr Tay is a senior consultant at WongPartnership.

In WongPartnership’s stead, Hyflux has retained the services of Clifford Chance and Cavenagh Law.

On February 2, Mr Tay had said in a Facebook post that while he would continue to serve as an Independent Board member at Hyflux “to try to provide oversight of governance and to protect the interests of all creditors and shareholders as the process moves ahead,” he would recuse himself from discussions concerning WongPartnership.

But Hyflux responded to Mr Tay’s Feb 2 post by posting a notification on its website to say that the company’s new legal advisers, Clifford Chance and Cavenagh Law, responded to Mr Tay’s post in a letter.

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The law firm wrote, “It would appear that despite having agreed to recuse yourself from any discussion relating to WongPartnership, you consider it appropriate as an independent director, to discuss that very same matter publicly.”

Mr Tay was also asked in the letter to publish its contents as a comment on his Facebook post, which he did not do.

By February 7, the resignation of Mr Tay, who held 500,000 of Hyflux’s six percent perpetual securities as well as 350,000 share options in his name, according to Business Times, was announced.

Mr Tay wrote in a Facebook post the following Monday (Feb 10):

“Hyflux Restructuring: I have resigned from my role as Independent Director. In my post on 2 Feb, I said I hoped to stay on to help govern and speak for creditors and shareholders even if I was saddened that the relationship had broken down between Hyflux and the law firm of WongPartnership, where I am Senior Consultant.”

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By way of explanation as to why he resigned, he posted his letter to Olivia Lim, the head of Hyflux.

“I note that the Board did not raise the Facebook post issue with me directly before instructing Cavenagh Law to issue the 4 February Letter. The said letter mischaracterizes key points. It is with a view to resolving these points that I suggested a meeting amongst Board members to sort out any misunderstanding as sometimes even simple misunderstandings between persons can give rise to differences in perception and opinion. The fact that the Board should refuse to meet with a fellow Board director at his request does not accord with the comity and mutual respect that is to be expected of a well-functioning Board. The demand that I publish the 4 February Letter on my Facebook without condition and without any room for discussion is a clear sign that the Board is seeking to impede my rights and impede me from carrying out my duties as an independent director.
In my view, the above evidences a clear breakdown of the working relationship between the Board and me and it is now untenable for me to fulfil my obligations as an independent director to consider questions of governance and the interests of creditors and shareholders during this time of restructuring.”

Mr Tay said at the end of his letter of resignation from Hyflux that correspondence with him from this point forward would be through his lawyer, Mr Lok Vi Ming S.C. of LVM Law Chambers LLC, as he would go overseas on official business, and “since the Board instructed lawyers to act against me.” -/TISG

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