RCG -

 
Appointment and Resignation of Directors and Changes of Composition of Various Board Committees
1 Jun 2010

The board of directors (the "Board") of RCG Holdings Limited (the "Company") announces an independent non-executive director appointment to reflect the increased emphasis of the Group on pursuing Government sector business in the important growth markets in Southeast Asia.  In addition, a non-executive director has confirmed his resignation due to health reasons and an independent non-executive director has confirmed his resignation due to pursue his other career interests.

Appointment of Independent Non-Executive Director

The Board of the Company is pleased to announce that Tan Sri Dato’ Nik Hashim Bin Nik Ab. Rahman ("Tan Sri Dato’ Nik Hashim") has been appointed an independent non-executive director of the Company with effect from 1 June 2010.

Tan Sri Dato’ Nik Hashim, aged 67, dedicated over 45 years of his career to the Malaysian government. He started his career in 1963 as a Clerical Officer with the Land Office & General Hospital Kota Bharu, Kelantan. The following year, he was appointed as a police inspector until 1968, when he left on a scholarship to read law. He was admitted as a Barrister at-Law of the Inner Temple, London and upon his return, joined the Judicial and Legal Service (“JLS”) of Malaysia.

Tan Sri Dato’ Nik Hashim held various posts in the JLS since 1970 as a magistrate in Klang and Kuala Terengganu; President of the Sessions Court in Temerloh and Muar; Deputy Director of the Legal Aid Bureau; Senior Federal Counsel of the Ministry of Housing and Local Government; Judge Advocate, Ministry of Defense; Deputy Public Prosecutor, Sarawak; State Legal Advisor, Terengganu; Senior Federal Counsel (Special Unit) in the Attorney General's Chambers; Deputy Parliamentary Draftsman; Public Trustee and Official Administrator; the first and founding Director General of the Judicial and Legal Training Institute (ILKAP) and Chairman of the Advisory Board in the Prime Minister’s Department, Taiping Perak before he was appointed to the Malaysian Judiciary. In 1995, Tan Sri Dato’ Nik Hashim was appointed as a Judicial Commissioner of the High Court Malaya. He was confirmed as a Judge of the High Court in 1997, promoted to the Court of Appeal in 2003 and as a Judge of the Federal Court in 2005 until his retirement in July 2009.

He was a member of the Royal Police Force Commission from 2004 to 2008, a member of the Syariah Appeal Court, Kelantan since April 1998 and currently an Adjunct Professor in the Faculty of Law and International Relations of the University of Darul Iman Malaysia since February 2009.

In recognition of his public service, he was conferred honorary titles from various Sultanates in Malaysia.

Under the appointment letter of Tan Sri Dato’ Nik Hashim entered into with the Company, the initial term of service is one year with an annual remuneration of HK$240,000 (£21,314 (based on an exchange rate of £1 = HK$11.26)). Tan Sri Dato’ Nik Hashim’s emolument was determined with reference to his duties and responsibilities with the Company, the Company’s standard for emoluments and in line with market norms. Tan Sri Dato’ Nik Hashim will be subject to retirement by rotation and re-election at the Company’s annual general meeting at least once every three years in accordance with Bye-law 87(1) of the Company’s Bye-laws.

Tan Sri Dato’ Nik Hashim is or has been a director of the following companies and organisations during the past five years:

Current directorships:
Inch Kenneth Kajang Rubber Public Limited Company, independent non-executive director
Olympia Industries Bhd, independent non-executive director
Baswell Resourses Bhd, an independent and non-executive chairman

Tan Sri Dato’ Nik Hashim holds no ordinary shares in the capital of the Company.
There are no further disclosures to be made regarding this appointment under paragraph (g) of Schedule Two of the AIM Rules, in connection with Tan Sri Dato’ Nik Hashim’s appointment to the RCG Board.

Resignation of Directors

The Board of the Company announces that General Dato Seri Mohd Azumi (rtd) has resigned as Deputy Chairman and as a non-executive director of the Company, a member of the remuneration committee of the Board, a member of the audit committee of the Board and the chairman of the nomination committee of the Board with effect from 31 May 2010 due to health reasons. General Dato Seri Mohd Azumi (rtd) confirmed he has no claims against the Company, that he has no disagreement with the Board and that there is no matter relating to his resignation that needs to be brought to the attention of the Shareholders of the Company or the London Stock Exchange.

The Board also announces that Mr. Jonathan Michael Caplan has resigned as an independent non-executive director of the Company, a member of the audit committee of the Board and a member of the nomination committee of the Board with effect from 31 May 2010 in order to devote his time to pursue his other interests. Mr. Jonathan Michael Caplan confirmed he has no claims against the Company, that he has no disagreement with the Board and that there is no matter relating to his resignation that needs to be brought to the attention of the Shareholders of the Company or the London Stock Exchange.

Changes of Composition of Various Board Committees

The Board announces changes of composition of its committees to reflect the changes of the Board members, with effect from 1 June 2010: -

a. Tan Sri Dato’ Nik Hashim and Mr. Pieter Lambert Diaz Wattimena have been appointed as members of the audit committee;

b. Mr. Li Mow Ming, Sonny has ceased to be a member of the remuneration committee. Tan Sri Dato’ Nik Hashim and Mr. Pieter Lambert Diaz Wattimena have been appointed as members of the remuneration committee;

c. Tan Sri Dato’ Nik Hashim has been appointed as the chairman of the nomination committee and Mr. Li Mow Ming, Sonny has been appointed as a member of the nomination committee.

Dato Lee Boon Han, Chief Executive Officer of RCG, commented,” The Board wishes to state that General Dato Seri Mohd Azumi (rtd) and Mr. Jonathan Michael Caplan have served the Company exceptionally well. The Board expresses its gratitude to General Dato Seri Mohd Azumi (rtd) and Mr. Jonathan Michael Caplan for their valuable contributions to the Company during their tenure and wish them every success in their future endeavours. The Board would also like to extend its warmest welcome to Tan Sri Dato’ Nik Hashim on his appointment.”

> Announcement (English)
> Announcement (Chinese)


For further information:
RCG Holdings Limited Tel: +852 3669 6999
Dato’ Lee Boon Han, Chief Executive Officer 
KC Chong, Chief Financial Officer 
ir@rcg.tv


Evolution Securities Limited 
(Nominated adviser and broker) 
Barry Saint / Tim Redfern / Esther Lee 
Tel: +44 (0) 20 7071 4300

Media enquiries:
Abchurch Communications Limited 
Henry Harrison-Topham  / Joanne Shears 
Tel: +44 (0) 20 7398 7702
henry.ht@abchurch-group.com
www.abchurch-group.com


About RCG
RCG, a leading global provider of integrated biometrics and RFID security solutions, is publicly quoted and its shares are listed on the Main Board of the Stock Exchange of Hong Kong Limited and admitted to trading on the AIM Market of the London Stock Exchange and the PLUS market. The Company has an aggressive growth strategy with a clear focus on developing new applications and revenue streams for global roll-out, particularly in the security applications industry.

 

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