Programme Outline

This upcoming PowerTalk delves into the challenges of an Independent Non-Executive Director (INED) that was sued by a minority shareholder.

In the recent Apex Equity case, the Federal Court’s decision on 26.3.2024 vindicated inter alia each member of board of directors of a PLC against any wrong doing in respect to a minority oppression action. The former independent Chairman of Apex Equity Holdings Berhad, Chithra Ganesalingam, will speak on her experience in facing this legal liability from a director’s perspective, in particular the quandaries faced when litigation is initiated. She will share insights on:

• Standard of care as director – proper purpose and in good faith
• Heightened awareness being seen as an “independent” director
• Business Judgement Rule – reliance on information, advisors
• Legal implications – costs, litigation team
• Value of Directors and Indemnity Policy (D & O) – coverage & claims process
• Handling of shareholders’ questions at AGM/EGM – the dos and don’ts
• Avoiding conflict of interest – actual or perceived
• Re-appointment of INED in hostile “controlling” shareholders scenario
• How regulators made/can make a difference – my wish list

10:00am	Programme Introduction & Housekeeping
10:05am	ICDM PowerTalk : Being Sued as an INED – A Personal Journey Speaker: Chithra Ganesalingam Former Non-Executive Chairman of Apex Equity Holdings Berhad & Senior Associate at Wong Lu Peen & Tunku Alina Moderated by: Nadia S Hassan Producer/Senior Broadcast Journalist at The Edge Communications Sdn Bhd
10:45am	Question & Answer
11:00am	End of Programme

Speakers

Chithra Ganesalingam
Former Non-Executive Chairman of Apex Equity Holdings Berhad & Senior Associate at Wong Lu Peen & Tunku Alina

Chithra is the former Independent Chairman of Apex Equity Holdings Berhad, a company in the financial services sector listed on Main Market Bursa Malaysia whilst being an Advocate & Solicitor, High Court Malaya specialising in corporate and commercial law and legacy planning. At Apex Equity Holdings Berhad, Chithra is also a member of the Audit & Risk Management Committee, Chair of Nomination Committee and member of Remuneration Committee.

Chithra is unique in that she has integrated board exposure (directly and as board support) being chairperson and board member (5 years) in addition to her C-suite experience as chief legal officer (7 years) and board support practical exposure (7 years) as group company secretary.

She has experience in legal, regulatory and corporate law, with special focus on complex corporate issues, constitutional framework of corporate entities (both regulated and unregulated), the financial services industry (securities, derivatives, fund raising, asset management and unit trust), corporate trust industry and succession planning and billion-ringgit mergers & acquisitions, and the structuring of the 1st ever international Shariah shipping fund and recently a billion ringgit business ownership succession plan.

Chithra has actively pursued corporate governance, being chair of a public listed company, particularly with the revised April 2021 Malaysian Code on Corporate Governance in overseeing the gap analysis between the earlier 2017 edition and the current version.

Chithra maintained regulatory liaisons and led, strategized and oversaw conflicts and dispute resolutions with stakeholders and as director and chair of a PLC.