Chee Keong Yap
About Chee Keong Yap
Chee Keong Yap, age 69, has served on BGLC’s Board since March 2022 and is an independent director under Nasdaq rules. He chairs the Audit Committee and sits on the Compensation Committee; his background includes leadership roles in Malaysian finance and membership in The Institute of Chartered Accountants of Scotland, with a BA (First Class Honours) in Economics from the University of Leeds (1978) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Niche Capital Emas Holdings Bhd | Managing Director & Executive Director | Not disclosed | Senior leadership in listed Malaysian company; finance oversight |
| Bumiputra Merchant Bankers Bhd | Chief Executive Officer & Executive Director | Not disclosed | Executive leadership in merchant banking; capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Institute of Chartered Accountants of Scotland | Member | Not disclosed | Professional qualification and financial expertise |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee (Member). Audit Committee members are independent under Rule 10A‑3 and Nasdaq rules; the committee oversees auditor independence, financial reporting, internal controls, and SOX compliance areas .
- Independence status: BGLC determined Yap is independent; overall Board majority independent .
- Attendance: In FY 2023 the Board held 4 meetings and each committee held 2; Mr. Yap attended at least 75% of Board meetings (the company encourages ≥75% attendance) .
- Lead independent director: None; independent directors meet with auditors without management; Board may reevaluate the need as composition evolves .
- Committee composition changes: On Nov 5, 2024, independent director Jook Yuen Low joined the Audit and Nominating & Corporate Governance Committees, strengthening governance expertise; her cash compensation is $1,000/month .
- Governance remediation: As Audit Committee Chair, Yap oversees remediation of Chemrex subsidiary lapses (e.g., an unapproved property sale later cancelled; related‑party transactions not pre‑cleared; unauthorized director remuneration increases; procurement from a dissolved entity). The Board is implementing enhanced controls, updated approval workflows, and internal audit oversight; certain transactions are slated for shareholder ratification at Chemrex’s meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Yap) | Not disclosed | Compensation Committee sets director pay; specific amounts for Yap not disclosed in DEF 14A 2024/2025 or 10‑K |
| Committee chair fee (Audit) | Not disclosed | Not disclosed |
| Committee membership fee | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
| Reference point (new independent director) | $1,000/month | Disclosed for Jook Yuen Low; illustrates cash compensation framework |
Performance Compensation
- Equity eligibility: Directors (including independent directors) are eligible under the 2024 Equity Incentive Plan (authorized 3,500,000 shares) for options, SARs, restricted stock, and other stock‑based awards; awards are subject to annual committee administration .
- Clawback and anti‑hedging/pledging: Plan awards are subject to recoupment policies (SOX 304, Dodd‑Frank 954) and anti‑hedging/pledging policies deemed incorporated into award agreements .
- Change‑of‑control treatment: Unvested portions of awards may vest; awards may be continued/assumed or cashed out at the “Change in Control Price,” at Committee discretion .
- Grants to directors: Company disclosed a 75,000‑share issuance to directors in Aug 2023 at $0.72/share; individual director allocations not specified (do not attribute to Yap absent disclosure) .
| Metric | Terms | Notes |
|---|---|---|
| Equity plan shares authorized | 3,500,000 | As approved in 2024 Equity Incentive Plan |
| Clawback applicability | Yes | Company-wide clawback policies apply to awards |
| Change‑of‑control vesting | Permitted | Immediate vesting/lapse of restrictions at Committee discretion |
| Director grants (named) | Not disclosed | Aggregate issuance to “directors” in 2023; not broken out for Yap |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Niche Capital Emas Holdings Bhd | Public (Malaysia) | Former MD/ED | No specific interlock with BGLC suppliers/customers disclosed |
| Bumiputra Merchant Bankers Bhd | Financial institution | Former CEO/ED | No specific interlock with BGLC suppliers/customers disclosed |
Expertise & Qualifications
- Financial and executive leadership experience in merchant banking and public company management; chartered accountant credential (ICAS) .
- Audit committee chair credentials aligned with financial reporting oversight and auditor independence responsibilities .
Equity Ownership
| Holder | As of Sept 3, 2024 | As of Jan 31, 2025 |
|---|---|---|
| Chee Keong Yap – Beneficial ownership | 0 shares | 0 shares |
| Ownership % of outstanding | 0.00% | 0.00% |
Governance Assessment
-
Strengths
- Independence and financial expertise; Audit Chair role enhances oversight of reporting, controls, and auditor independence .
- Documented governance remediation program under the Audit Committee addressing Chemrex lapses; internal audit authorization and shareholder ratification plan indicate proactive response .
- Formal committee charters and clawback/anti‑hedging policies embedded in the equity plan signal governance maturity .
-
Weaknesses / Red Flags
- Subsidiary‑level governance lapses (unauthorized transactions; related‑party dealings without pre‑clearance; procurement from a dissolved entity) are material concerns; execution risk remains until ratifications and control upgrades are fully implemented .
- No lead independent director; while the Board cites small size, lack of a designated LID may reduce independent agenda control during sensitive periods .
- Very low personal ownership (0%) reduces alignment optics for pay‑for‑performance and long‑term stewardship; no disclosed ownership guidelines for directors .
- Nasdaq bid‑price compliance dependency on reverse split and post‑split trading performance underscores market risk, which magnifies governance scrutiny of the Board and Audit Chair .
-
Implications for investors
- Audit Chair oversight and remediation actions are positives, but ongoing Chemrex governance issues warrant close monitoring of internal control improvements, ratification outcomes, and any restatements or adjustments the Audit Committee may require .
- Absence of disclosed director‑specific compensation detail and ownership guidelines limits assessment of alignment; watch for future proxy detail on retainers, chair fees, and equity mix .
- Board composition strengthened with a new independent director and committee membership; continued refresh and potential addition of a lead independent director would further bolster board effectiveness .