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(SINGAPORE) A longer gestation period for S-chips before they get listed? But how does that gel with market interest in a speedier route to listing? This is the dilemma the Singapore market is facing. Lai Seng Kwoon, who is independent director of six S-chips, says nine months is too short a time for private companies to ready themselves to function as public companies upon listing. 'I personally think that the gestation period should be longer to get the companies ready to become a publicly-listed company,' the practising CPA told BT. 'But, of course, there are business considerations. Some people want to list fast.' Before listing, a company would be told that it requires two independent directors (IDs) on the board as part of the listing requirements, and have IDs introduced to it by the IPO professionals. But these IDs join the company only about three months before listing, so the trust and understanding with the management may not yet be firmly rooted by the time the company is listed. Then comes the requirement of quarterly reporting, along with compliance with other listing conditions, which all seem foreign to the newly-listed company. 'They may hear it from the lawyers and the IPO professionals but, many times, it may not click. It makes the job of an ID easier if they could think like a listed company before they are even listed,' Mr Lai said. Professionals need to be around to mould the mindset of key management personnel and help them think and act like a publicly-listed company earlier, Mr Lai said. But there is the concern among deal makers that the company may not get listed eventually. Then perhaps SGX should make it mandatory for directors and senior management of S-chip companies to attend training courses on corporate governance, Mr Lai added. The tendency is that people would not spare the time to attend courses if they are not required to go. Mr Lai has had his fair share of dealing with troubles facing some Chinese firms, being an ID of six S-chips, of which four are battling different sets of issues. Dealing with the grouses of shareholders who got burnt by investments in troubled S-chips and 'dousing fire' at various shareholders' meetings have become a common part of his job as an ID. 'I'm an ID who, I think, doesn't have a very glorious record,' Mr Lai said. 'I have gone through an S-chip that has fraud, an S-chip that is experiencing bond and liquidity issues, I have gone through an S-chip that has a controlling shareholder pledging all his shares, and I have an S-chip with missing accounting records. 'Of course, given my experience, I would want to get onto more boards.' He added: 'I look at it very differently. To me, it is a professional engagement. I go in and I have a certain task and responsibilities, and intend to execute them to the fullest and to the best of my abilities.' But investors need to be educated, too, he said. 'When they make money, they think it's their right. But when they lose money, they think someone owes them an explanation. 'I, as a director, would like to see the share price go up, and go into an AGM with shareholders saying we have done a good job. But the IDs are not there to run the business but to be more like a watchdog to ensure compliance with corporate governance, disclosures, and that everyone's interest, not just the shareholders, are taken care of,' he said. Mr Lai went on to talk about the onerous task of being an ID, and the nights he spent pondering the issues at hand. He also runs his own accounting firm, SK Lai & Co, which has some 20 employees. But the experience of being an ID on the boards of a unique profile of S-chip companies has been enriching in its own way. 'Given the spectrum of experience I have on S-chips' boards, I would like to humbly submit that I am better positioned to deal with the issues surrounding them,' Mr Lai said.
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