The Singapore Exchange (SGX) has reprimanded Jurong Cement Limited (JCL) for breaches pertaining to announcements made on the resignation of its two directors in November last year.
According to SGX, Jurong Cement made false and misleading statements when it said that the directors nominated by substantial shareholder YTL Cement quit due to cost-cutting measures.
But information received by SGX showed that the directors did not receive any fees or monetary rewards from JCL.
So "the YTL directors could not have resigned due to cost cutting measures as stated in JCL’s announcement on Nov 12," said SGX in a statement.
Consequently, the company announced on December 4 last year that conflict of interest issue and possible breach of the Competition Act to be the real reason.
"The board of the Company in all of its deliberations ran the constant risk of breaching the Competition Act, by discussing competition sensitive information in the presence of the directors representing a direct competitor, the YTL Group," said the JCL announcement on December 4.
But this announcement was again refuted by the company on February 4 when it stated that it was not suggesting that the YTL directors "acted in breach of their fiduciary duties."
As such, SGX added that "based on the facts presented, the Exchange is of the view that the board did not have due regard for fair and accurate disclosures in making the announcements of Nov 12, 2009."