City Developments Limited *Official* (SGX: C09)

lovemyself123

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Get ready your popcorn

https://www.straitstimes.com/busine...-leng-beng-and-son-sherman-for-control-of-cdl

Battle erupts between billionaire Kwek Leng Beng and son Sherman Kwek for control of CDL​


SINGAPORE - A tussle between father and son for control of property giant City Developments Limited (CDL) was revealed on Feb 26 with executive chairman Kwek Leng Beng publicly criticising his son Sherman Kwek, who is CDL’s group chief executive.

The older Kwek said he has filed court papers on Feb 26 to deal with the “attempted coup” by his son Mr Sherman Kwek, 49, Mr Philip Lee and Ms Wong Ai Ai and a group of directors acting with them to allegedly consolidate control of CDL’s board.

“In response, we have filed court papers today to set things right. This is necessary to deal with this attempted coup at the board level and restore corporate integrity,” said Mr Kwek, who will be 84 this year.


“We intend to change the chief executive officer at the appropriate time. We will continue to explore all legal options available to us to vigorously defend and protect the interests of CDL and its shareholders,” he said.

The older Kwek claimed that Sherman’s group had bypassed the nomination committee (NC) on two occasions to change the board composition, and hastily followed up by making significant changes to board committees and CDL’s governance.

This, he said, was contrary to established corporate governance principles, the Singapore Exchange Listing Rules and the Code of Corporate Governance.


The revelations come as the older Kwek detailed a chain of events from January that revealed family infighting over the $4.7 billion Singapore-listed developer which has properties in nearly 30 countries.


Mr Kwek Leng Beng said that on Jan 28, the eve of Chinese New Year, CDL’s corporate secretary sent an email to the board about Mr Lee and Ms Wong nominating two additional independent directors.

The next day, Mr Kwek Leng Beng questioned the urgency of appointing two new directors without proper vetting.

“Additionally, Mr Chong Yoon Chou, our NC Chairman, was completely unaware of the nominations,” he said, adding that Mr Chong “strongly objected” to bypassing the scheduled NC meeting on Feb 20.

Mr Lee claimed “urgent concerns” as justification for the rushed appointments but failed to provide specifics, Mr Kwek Leng Beng claimed.

The older Kwek immediately ordered all director interviews to be cancelled, “reinforcing the need for transparency and adherence to corporate governance norms”.

But he said Mr Lee called for a board meeting on Jan 31 “in an attempt to push through the proposed appointments”.

On Feb 5, the Board received legal advice that bypassing the NC was against the Code of Corporate Governance.

Regardless, on Feb 7, a board meeting was held with no vote being taken, and a Directors’ Resolution in Writing for the appointment of the two new directors was circulated and approved within hours, bypassing the NC.

“This confirmed that Sherman Kwek, Philip Lee, Wong Ai Ai and the other directors acting with them had pre-planned this move,” Mr Kwek said.

“I was left with no choice but to send an email on Feb 8, 2025 seeking Sherman’s dismissal from the position of Group Chief Executive Officer. His role in circumventing good governance and consolidating power through the irregular appointment of two new directors was the latest of a long series of missteps,” Mr Kwek said.

On Feb 9, the reconstituted board, led by Phillip Lee, objected to the chairman’s attempt to dismiss Sherman.

Mr Kwek said this was not the first time Sherman’s decisions have put CDL in a “precarious position”.

He went on to cite the Chinese developer Sincere Property Group debacle that led to a $1.9 billion loss for CDL in 2020; poor investment decisions in the UK property market which resulted in significant financial losses and contributed to a 94 per cent drop in profit the first-half of 2023; as well as the underperformance of CDL’s share price since Sherman assumed leadership in 2018.

This reflects “eroded investor confidence and shareholder concerns over strategic missteps”, Mr Kwek said.

“As a father, firing my son was certainly not an easy decision. I accept that business decisions are difficult and young people may make business mistakes in their careers and that is understandable, but circumventing corporate governance laws is a red line,” he said.

“As chairman, my responsibility is to CDL, its shareholders, and its future. I take my role as executive chairman seriously and have always prioritised the interests of all shareholders, not just those of my family. The stakes are simply too high to allow reckless power grabs to destabilise the company,” he said.

By dismantling the existing NC and replacing it with a Nominating and Remuneration Committee (NRC) is a “calculated effort to sideline independent oversight and give the majority bloc unrestricted control over CDL’s leadership and decision-making”.

This restructuring leaves the election of key management personnel entirely at the discretion of Sherman’s group, and allows for arbitrary appointment and removal of board members.

It also strips the chairman of meaningful authority.

“As an executive chairman, notwithstanding my decades of institutional knowledge, I am not able to have a position on the newly formed NRC under the Code,” he said.

Mr Kwek said he and certain members of the board including Mr Phillip Yeo, remained firmly committed to upholding the highest standards of governance and accountability.

To restore stability and realign CDL’s leadership with the interests of shareholders, he proposed the removal of Sherman as CEO as “CDL already has internal measures in place to ensure business stability in the absence of a CEO”.

Incumbent chief operating officer, Mr Kwek Eik Sheng, will serve as the interim CEO, maintaining continuity while the Group searches for a professional CEO, Mr Kwek said.

“We will reinforce and strengthen CDL’s governance framework to prevent future violations and ensure that no single group can override corporate governance safeguards,” Mr Kwek said.

Last year, CDL celebrated its 60th anniversary.

In 1971, Mr Kwek, his brother Kwek Leng Joo and their father, Mr Kwek Hong Png, bought control of a loss-making CDL.

Under Mr Kwek’s leadership, CDL grew to become a major hotel and property developer, with footprints growing beyond Singapore.

Mr Kwek’s statement comes after a trading halt was called and CDL cancelled its scheduled 2024 results briefing in the morning of Feb 26.

CDL shares closed at $5.12 on Feb 26.
This shd be good news right kick out nepo baby
 

RedsYWNA

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Code of corporate governance that the older Kwek talked about is not legally binding.

Without investor protection and with a 'code' lacking bite, no wonder SGX shares are languishing,
 

Euqorab

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Pui!

dishorable son

I bought the dip earlier

It going to dig further
 

yslvlys

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Son shd be fully prepared already for back lash from dad? I don't think he's so stupid to think dad would just sit there do nothing? If son really not prepared then is really dumb. The Wong Ai Ai was lawyer partner at Baker and Mckenzie. Philip Lee was KPMG partner. They should have discussed with son b4 taking action. See whether Philip Yeo + Dad + COO can fight all of them lor.
 

vsvs24

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Son shd be fully prepared already for back lash from dad? I don't think he's so stupid to think dad would just sit there do nothing? If son really not prepared then is really dumb. The Wong Ai Ai was lawyer partner at Baker and Mckenzie. Philip Lee was KPMG partner. They should have discussed with son b4 taking action. See whether Philip Yeo + Dad + COO can fight all of them lor.
Son already showed he is dumb when fell for the Sincere ruse
 

yslvlys

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The son is not street smart and not book smart also. The COO Kwek Eik Sheng at least graduated from Imperial and Cambridge, seems more qualified to be CEO.
 

Euqorab

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The son is not street smart and not book smart also. The COO Kwek Eik Sheng at least graduated from Imperial and Cambridge, seems more qualified to be CEO.
Best thing ask Gupta to be ceo
 

vsvs24

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Nepotism runs deep in CDL. Both the son and the music teacher are not qualified for the job.
Thought the son bad enough. The music teacher seems worse.

Like this no point buying on dip. Probably dip further as more drama unfoil.

Plus old man is 84 yrs old.
 

Shion

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Urgency of court application stems from disruption of CDL’s corporate structure; Phillip Yeo sees saga as distraction​


https://www.theedgesingapore.com/ne...sruption-cdls-corporate-structure-phillip-yeo

In the latest news from the City Developments Limited (CDL) saga involving father and son Kwek Leng Beng and Sherman Kwek, the elder Kwek released a third statement on Feb 28.

“Firstly, I maintain that the integrity and governance of CDL are paramount. The allegations made by Sherman regarding the remarks of the court are misleading,” he says.

Sherman had released a statement on Feb 27saying that his father’s previous two statements “did not present the full picture”. He alleges that he, Philip Lee, Wong Ai Ai and a group of directors were not given the opportunity to present their cases and had to voluntarily offer undertakings.

Furthermore, he said that he had made no attempts to oust the chairman.

He also alleged that the issue of corporate governance stems from the conduct of one Dr Catherine Wu, who was the director to the board of Millenium & Copthorne (M&C), CDL’s hospitality arm.

In the elder Kwek’s latest statement, he mentioned that the urgency of the application stemmed from serious concerns about Sherman and the directors acting with him attempting to undermine and disrupt the governance structure of CDL.

According to Leng Beng, following the court hearing, the two additional independent directors cannot act and the changes to the board committees and the management of the relevant CDL subsidiaries are frozen, pending any further court order.

“It is important to highlight that Sherman and the directors acting with him provided those undertakings only because they were sued,” says Leng Beng.

“In the past weeks, they bypassed the Nomination Committee (NC) on two occasions in breach of the relevant regulations under the SGX Listing Rules and the Code of Corporate Governance. This is why we had to make the court application. It was necessary to protect the interests of CDL and its shareholders during this period of significant turmoil.”

“I take great pride in the fact that CDL was ranked number two in the Singapore Governance and Transparency Index 2024 and has always upheld the highest standards of corporate governance. As chairman, it is my duty to ensure that we continue to do so. Any real or perceived difference of opinion within the Board, regarding external advisers or otherwise, should be resolved within the appropriate corporate governance framework, not by way of a Board coup or directors’ resolutions in writing.”

Finally, while Sherman stated there was no attempt to oust the chairman, Leng Beng thinks that this “misses the point”, as protecting good governance, including the office of the executive chairman, and not him as an individual, is critical.

“Stripping away any meaningful authority of the executive chairman is a coup. It is now a matter before the court and I will let the court decide. Justice always prevails,” he says.

Leng Beng did not address Sherman's accusations of Wu's involvement in his statement.

Just another distraction; 'immobilise' the chairman

Along with the statement released by Leng Beng, CDL non-independent non-executive director Philip Yeo weighed in as well.

He views this attempt by Sherman and the group of directors as an attempt to distract everyone from the matter at hand.

“The facts are that the CDL CEO and the directors acting with him circumvented the NC intentionally and pushed through the appointment of two new additional independent directors against legal advice. They quickly reconstituted the NC and the Remuneration Committee as the Nomination & Remuneration Committee to effectively immobilise the executive chairman,” says Yeo.

Yeo believes that Sherman should instead be focusing on recouping the $1.9 billion of shareholders’ losses through Sincere Properties as well as the other losses from the UK property investments.

“Instead, he seems more concerned about grievances, mobilising a group of independent directors to remove an advisor to the CDL hospitality business, which has actually seen profit improvements for the past few years since Covid-19. The CDL CEO should work with the whole board to make money for all CDL shareholders,” says Yeo.

“CDL was acquired by Kwek Hong Png, Kwek Leng Joo and Kwek Leng Beng. I know all three of them well. The men of our era all dared to dream. That is how the three of them executed so well to build a multi-billion-dollar Singaporean company that competes on a global scale.

"The CDL CEO must learn from them. Just pure hard work to serve all shareholders!" says Yeo.
 

Leaden

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In the CDL battle, by typical drama logic, there’s likely a mastermind orchestrating events from behind the scenes.
When the dust settles, the one who ultimately secures the CEO, Interim CEO, or Chairman position is likely the final beneficiary, and quite possibly the mastermind behind it all.
 

quekkb

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I was thinking buying at this dip but think twice. Focus on HK market better.... :)
 
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