SINGAPORE (Mar 3): A summary report by external investigator PricewaterhouseCoopers Risk Services (PwC) on Mainboard-listed TEE International has revealed several potential breaches of the Companies Act as well as possible non-compliance with Singapore Exchange (SGX) Listing Rules and the Code of Corporate Governance.
TEE International in September last year appointed the external third party independent investigator to look into unauthorised payments totalling $6.55 million.
The unauthorised remittances were discovered by the group when it was preparing its financial statements for the full year ended May 31, 2019.
On Sept 4, 2019, the group announced that it had identified remittances of monies that the board of directors and the Executive Committee were not previously made aware of.
External auditor Deloitte & Touche had raised a red flag when it was unable to verify the nature of the remittances.
These unauthorised transfers were purportedly made between TEE International’s then-Group CEO and controlling shareholder Phua Chian Kin; Oscar Investment, a British Virgin Islands-incorporated entity wholly and beneficially owned by Phua; and two of the group’s key engineering subsidiaries, Trans Equatorial Engineering and PBT Engineering.
TEE International noted that Phua and Oscar Investment have repaid all outstanding amounts due to the group as at Aug 29, 2019.
See: TEE International appointing investigator to look into unauthorised payments totalling $6.55 mil
Lapses in controls
PwC noted in its summary report that there were several instances of lapses in controls over payments, as the payment vouchers were prepared and approved only after the payments were made.
For example, PBT had received $2.8 million from Oscar Investment on July 19, 2018. The amount was used to place as a fixed deposit to secure a general credit line for the operations of the group.
The $2.8 million was subsequently transferred back to Oscar Investment via cheque a few days later.
However, while the cheque from PBT was cleared on July 24, 2018, the approval of the payment voucher was noted to have been signed and dated only on Aug 13 – some three weeks after the transfer of funds.
TEE International’s Finance Controller said he had assumed the necessary approvals had been obtained, since the instructions had come from the then-Group Chief Financial Officer, Yeo Ai Mei.
On another occasion, on Feb 12, 2019, Yeo had verbally instructed the Group Treasury Manager to send instructions to the finance team to transfer $500,000 from Trans to Phua’s personal account via MAS Electronic Payment System (MEPS). The transfer was jointly approved by Phua and Yeo.
Yeo said she was approached by Phua to issue a cheque to him for the purposes of a “corporate exercise”.
Phua in an email later in October 2019 revealed to internal auditors Protiviti that $165,000 was used to repay his outstanding $1.5 million loan with a licensed moneylender. The remaining $335,000 was reported to have been used for his margin calls from stock brokers.
While the monies were transferred to Phua’s account on Feb 12, the approval of the payment voucher was signed by the Finance Controller and dated on Mar 18, 2019 – more than a month after the transfer.
On two other occasions in March 2019, Yeo had also verbally instructed the Group Treasury Manager to send instructions to the finance team to perform two fund transfers – from PBT and Trans to Oscar Investment – totalling $3 million.
Noting the “lapses in controls over payments”, PwC said the “approval process for the payment vouchers was procedural and is not effective as a control”.
“This suggests a major breakdown of internal controls in respect of the payment process of the group, caused by management override,” it added.
TEE International on Feb 27, 2020, announced that Yeo had tendered her resignation as Group CFO “to dedicate more time to her personal commitment”.
Two days later, on Feb 29, the group issued a clarification, stating that the Executive Committee had earlier already decided to terminate her services once the PwC report was released, due to her involvement in the unauthorised remittances.
On Feb 14, 2020, TEE International’s Nominating Committee had also further decided that the company would ask Yeo to leave, or terminate her services, without waiting for the release of the external investigator report.
The group then revealed that Yeo had decided to tender her resignation after the interim Group CEO, Phua Boon Kin, informed her of the Nominating Committee’s decision.
See: TEE International's ex-CEO allegedly involved in unauthorised payments now in talks for sale of his shares
Pride before the fall for ‘de facto’ owner
In an Audit Committee meeting on July 26, 2019, Phua told the committee that the $3 million from PBT and Trans to Oscar Investment was to help the group qualify for a project in Cambodia.
However, in the October letter to Protiviti, Phua admitted that $251,478.39 was used for repayment of his personal loan with the licensed moneylender.
A total of $2.5 million was also used for the repayment of a loan from a Hong Kong-based private equity firm to Oscar Investment.
PwC noted in its report that this loan was a back-to-back loan arrangement Phua had with TEE Land for the funding of a project. The shares of TEE Resources, one of the subsidiaries in TEE Land, was pledged to the private equity firm as collateral.
TEE Land, which is also listed on the SGX Mainboard, is a majority-owned subsidiary of TEE International.
Malaysia’s Amcorp Group in January this year announced plans to pay TEE International just over $55 million for a controlling stake in TEE Land. Amcorp in February assumed control over the local developer, and made an offer of 17.9 cents per share to buy over the remaining 31.22% of TEE Land which it hasn’t already owned.
See: Amcorp to buy over TEE Land from TEE International for $55 million
Phua later told PwC that the remaining $248,521.51 of the $3 million was used to meet personal obligations, such as various margin top-up requests from stock brokers.
Phua also admitted to PwC that he had made contradictory statements because of his “pride” – he did not want the Audit Committee to know that he was in need of cash.
PwC’s independent investigations also surfaced a cash advance of $60,000 from Phua to TEE International for payment due to a “management consultancy company” owned by an individual.
PwC noted that the company had provided “market-making” services to TEE International in June and July 2018.
Phua told PwC that he had met the individual at a conference, and had engaged his services to maintain the volatility of TEE International’s shares.
“We did not verify the legitimacy of the services provided nor the legality of the service provider for this nature of service,” PwC noted in its report.
Further, the Audit Committee told PwC that they were not aware of the appointment of this management consultancy company for market-making services.
“Based on our observation, interviews and interaction with the staff, [Phua Chian Kin] is recognised by the staff as the ‘de facto’ owner of the group, despite the group’s listing on the SGX since 2008,” PwC wrote.
It added that there appears to be “no clear distinction” between the finances of Phua and TEE International. PwC noted that Phua had, in the past years, also provided temporary loans to the group to help it tide over occasional periods of financial strain.
See: TEE International's ex-CEO Phua Chian Kin to give up control with share sale
“In this environment where [Phua Chian Kin] wields considerable influence over the staff in the group, approvals without limit and supposed shared accountability deemed from joint signatories may not be as effective as there is no independence nor objectivity in the making of payments,” PwC said.
Potential legal breaches
PwC observed that the remittances to Phua and Oscar Investment were not reported to the Audit Committee as interested persons transactions (IPTs), despite falling within the definition.
It noted that this could be potential breaches of the SGX Listing Rules, which require an announcement and/or shareholder approval for certain IPTs, as well as the Companies Act, which mandate that companies are obligated to devise and maintain a system of internal accounting controls.
PwC added that Phua could have potentially breached his fiduciary duties as Group CEO as he had requested the monies to be paid to himself or Oscar Investment for business development expenses, but which have been discovered to have had been used for his personal affairs.
The Companies Act also requires prior shareholder approval to be sought for a loan to a director.
Further, the law prohibits a company from making a loan or entering into a credit transaction or related arrangement with any of its directors, or for the benefit of persons connected with directors of the company.
TEE International may also have breached SGX Rules for an inaccurate announcement on Sept 8, 2019, relating to one of the remittances.
With the lack of proper documentation, effective oversight by the board, and independence and adequate resources in the internal audit function, TEE International may also be found to have contravened the Companies Act and SGX Rules, which require the company to maintain a sound system of internal controls and risk management.
Additionally, PwC points out that this might be a potential non-compliance with the Code of Corporate Governance.
In a regulatory announcement on Mar 3, Singapore Exchange Regulation (SGX RegCo) noted the findings by PwC.
“The Exchange expects issuers to have in place appropriate internal controls to monitor material disbursements of issuer’s funds. The issuers and their directors must also ensure that procedures are in place to monitor IPTs for compliance with the Listing Rules,” SGX RegCo said.
“In light of this, we will be carefully reviewing PwC’s report as well as other matters to do with the company for potential breaches of the Listing Rules,” the market regulator added.
Shares in TEE International closed 0.2 cent lower, or down 4.4%, at 4.3 cents on Tuesday, before the release of the PwC report.
Since March last year, the counter has plunged some 65%.