Ramesh Ruben Louis
About Ramesh Ruben Louis
Independent director since October 13, 2023 (re‑appointed June 28, 2024). Age 47; PhD in Accounting/Finance (University of Malaya, 2021), MBA (University of Strathclyde, 2012), Bachelor of Accounting (National University of Malaysia, 2000). Recognized as the Board’s audit committee financial expert; Board determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Assurance Threesixty Consulting | Executive Director & Principal Consultant | Jan 2011 – present | Internal audit, risk management advisory |
| My Learning Training Resources | Professional freelance trainer | Nov 2009 – present | Training for MIA, ACCA, CPA Australia, ISCA Singapore |
| Anuarul Azizan Chew Group | Executive Director | May 2006 – Oct 2009 | Internal audit, risk management, internal control reviews |
| BDO Binder | Assistant Audit Manager (Corporate finance & assurance) | 2000 – 2006 | Audit/assurance leadership |
| Arthur Andersen & Co. | Audit Assistant | 1997 – 1998 | External audit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AsiaFIN Holdings Corp. | Director | Not disclosed (current) | Listed in ATPC director biography |
| Professional memberships | Member (CPA Malaysia, IIA Malaysia, ACCA) | CPA since 2005; IIA since 2010; ACCA since 2011 | Credentials underpin audit expertise |
Board Governance
- Committee leadership and membership (current, per FY2024 10‑K):
- Audit Committee: Chair; members include Ramesh Ruben Louis (Chair), Dr. Natih, Dr. Rose; Louis designated audit committee financial expert .
- Compensation Committee: Member; chaired by Dr. Natih .
- Nominating & Governance Committee: Member; chaired by Dr. Rose .
- Independence: Board affirmed Louis meets Nasdaq independence standards .
- Meeting activity (FY2023 context) and attendance: Board held 3 meetings; Audit Committee 0; Remuneration 1; Nominating & Corporate Governance 1. No director attended <75% of aggregate meetings (Board + committees) .
- Shareholder support: Re‑appointment received 41,625,736 FOR votes (96.66% of votes cast); 908,788 WITHHELD (2.11%); abstentions 530,219; broker non‑votes 26,280,630; uncast 7,621,339 (June 28, 2024 annual meeting) .
| Board & Committee Meetings (FY2023) | Count |
|---|---|
| Board meetings | 3 |
| Audit Committee | 0 |
| Remuneration Committee | 1 |
| Nominating & Corporate Governance | 1 |
Fixed Compensation
| Year | Role | Cash Retainer | Frequency/Terms |
|---|---|---|---|
| 2024 | Independent Director | $21,600 | Paid $5,400 per quarter; pro‑rata if service ends mid‑quarter |
| 2023 | Independent Director | $4,703 | Effective Oct 11, 2023 (NASDAQ listing date) |
Performance Compensation
- No performance‑based director compensation (no RSUs/PSUs, options, bonus, or incentive plans for Louis) disclosed .
| Metric Type | 2024 | Structure |
|---|---|---|
| Stock awards (RSUs/PSUs) | None | No equity plan in place and no director stock awards to Louis |
| Options | None | No option grants disclosed |
| Bonus / performance metrics | None | Not applicable for independent directors |
Other Directorships & Interlocks
| Company | Market/Status | Role | Committee Roles (if any) |
|---|---|---|---|
| AsiaFIN Holdings Corp. | Not specified | Director | Not disclosed |
Expertise & Qualifications
- Technical: Internal audit, risk management, U.S. GAAP/financial reporting; designated audit committee financial expert .
- Credentials: CPA Malaysia (2005), IIA Malaysia (2010), ACCA (2011); PhD (Accounting/Finance), MBA, B.Accounting .
- Governance: Leads Audit Committee; oversight responsibilities include auditor engagement, financial statement review, internal controls, and related‑party transaction approvals per committee charter .
Equity Ownership
| As of | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Dec 31, 2024 | 0 | 0.00% | Outstanding common shares: 3,989,056; no beneficial ownership reported for Louis |
- Ownership guidelines: Not disclosed; company has no equity compensation plan currently .
Governance Assessment
- Strengths:
- Independent status and audit committee financial expert designation bolster oversight credibility .
- Strong shareholder re‑appointment support (96.66% FOR) indicates investor confidence in the director slate .
- Areas to monitor:
- Internal control material weaknesses persisted into FY2024/FQ3’25 (insufficient accounting personnel; lack of internal audit and policies), elevating audit oversight demands on the committee chaired by Louis .
- Audit Committee meeting count was zero in FY2023 (pre‑listing), while the company faced control issues; increased cadence and documented oversight will be important signals going forward .
- Related‑party exposure: Multiple transactions with the CEO’s related entities and DSY affiliates (e.g., purchases, IT fees, office rentals). As Audit Chair, Louis’s rigorous review/approval of related‑party transactions per charter is critical to investor confidence .
- Alignment signals:
- Louis holds no ATPC shares, which avoids conflicts but may reduce “skin‑in‑the‑game” alignment; no director ownership guidelines disclosed .
- Red flags (highlight):
- Material weaknesses in internal control over financial reporting disclosed (FY2024 and Q3’25) .
- Significant related‑party transactions with management‑affiliated entities necessitate robust, independent audit oversight .
Overall, Louis’s independence and audit expertise are positives for board effectiveness; however, remediation of internal control weaknesses and disciplined oversight of related‑party dealings are key governance priorities under his Audit Committee leadership .