Board and committee exposure
Presented to the Board or a committee
Ravendara Integrated Systems
Board and audit and risk committee
April 2019–present
Present quarterly results, forecasts, covenant compliance, the fixed-price project register and refinancing recommendations as group CFO; I am not a director of the group company.
Served as a director
Ravendara Integrated Systems
Board of the Malaysian operating subsidiary (executive director)
July 2016–present
Executive, non-independent director with statutory responsibility for the subsidiary's accounts; approve its financial statements and significant contracts.
Member of a committee
Cahayaloka Learning Foundation
Finance and audit committee (co-opted member)
March 2021–present
Volunteer member reviewing budgets, reserves and the annual audit plan of a Singapore adult-learning charity; not a member of its board.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | Audit and risk (after a first year as a member) |
|---|
| Ready to join | Audit and risk · Investment or major projects |
|---|
Capacity and preferences
- Time available
- 24 days per year
- Current directorships
- 1
- Sectors
- Engineering and technical services · Logistics and facilities contracting · Regional software and IT services outside our client base
- Company type
- Listed or private-equity-backed company in Singapore or Malaysia with project or long-contract revenue
- Company stage
- Growing order book, refinancing or multi-currency expansion
The seat I am pursuing
I am looking for an independent seat with audit and risk committee membership in a Singapore or Malaysian company whose revenue comes from projects or long contracts. Engineering services, logistics or facilities contracting and regional software companies are the closest fit. A private-equity-backed business approaching refinancing or a listing would use my experience well, as would a listed mid-sized company expanding into a second or third currency. I would prefer a board with a strong audit chair from whom I could learn before taking on that role myself. I am less suited to banks and insurers, where Ravendara's client relationships would create conflicts, or to consumer businesses whose economics I know only as a customer. I want a seat where my questions about cash timing, estimates and covenants would be new to the board rather than duplicating a director it already has.
My contribution to a board
A board with project or contract revenue often sees a smooth margin and a ratio well inside its covenant, while the underlying exposures sit in places a quarterly pack does not show: an estimate to complete that moved last month, a certificate a client committee has not yet signed, a pay review that a fixed rate card cannot absorb. I have spent thirty years on those exposures, first as an auditor during a currency crisis, then in project control and bid finance, and now as a group CFO accountable to lenders and a private-equity shareholder. On an audit and risk committee I would ask how revenue on long contracts is measured, how expected losses reach the accounts, and what the covenant headroom looks like with one bad contract in it. I would also read receivables by what is uncertified, not only by what is invoiced. I can contribute a practitioner's view of treasury in several Southeast Asian currencies. I cannot contribute legal, technology-architecture or sales leadership expertise, and I would expect colleagues on the board to supply those.
Judgement in practice
01Choosing covenant resilience over the lowest margin
In the 2022 refinancing I recommended paying 0.35 percentage points more for half-yearly testing, a liquidity measure and a distribution restriction. The chief executive and our investor's representative wanted the cheaper offer, and the board divided. My case rested on a modelled bad contract rather than on caution in general, and I showed the board what each option would do under it. When the bank programme turned loss-making in 2024, the revised terms held. As a director, I would ask management for the same thing: the covenant position under a named adverse event, not a headroom percentage under the plan. I would also accept that a board can reasonably choose the cheaper terms if it understands the risk, and I would want the minutes to show that it did.
02Refusing to let a receivables sale disguise a process problem
When a bank offered to buy our certified public-sector invoices, the proposal would have reduced net debt before a valuation review. I recommended declining because the recourse kept the dispute risk with us and because the delay sat in our own documentation, not in the agencies' willingness to pay. The board agreed, though our investor was disappointed. On another board, I would look for the same pattern: a financing arrangement that improves a ratio while leaving its cause untouched. I would ask what problem the arrangement solves, who still carries the risk, and what management is doing about the underlying delay. A sale of receivables can be perfectly sound. It should be chosen for its economics, not because it makes the balance sheet easier to present.
My first year on a board
Before the first meeting I would ask the company secretary for two years of board and committee minutes, the latest covenant compliance certificates and the external auditor's most recent management letter. I would then ask to visit one live project or contract site with the person running it, because I learn a contracting business faster from a delivery review than from a board pack. In the first two quarters I would mostly listen in committee, and ask a small number of questions about how revenue on long contracts is measured and how a change in estimate reaches the accounts. Around the middle of the year I would ask the chair for a candid view of where my contribution has been useful and where it has repeated management's own analysis. By the year end I would hope to have agreed with the committee chair one improvement to the papers directors receive, owned by management rather than by me.
Conflicts and their management
My employer's clients include public-sector agencies and banks in Malaysia, Indonesia and Singapore, and our suppliers include hardware distributors, cloud resellers and subcontractors in all four countries. Kandimara Capital also has other portfolio companies. Before accepting any seat I would list those relationships for the prospective chair and ask the company to check them against its own customers, suppliers and shareholders. I would not join a bank or agency that is a Ravendara client or an active bid prospect, nor a direct competitor. If a relationship emerged during a term, I would declare it, leave the discussion and, if it became recurring, offer to step down from the committee concerned. I would hold Ravendara's pricing, bids and lender terms strictly apart from anything I learned on another board. Time is a conflict too: during our own half-year and annual closes, I would agree meeting dates in advance rather than attend unprepared.
My independence statement
I would assess independence against the specific company, its shareholders and its relationships with Ravendara, using the board's own process and the Singapore Code of Corporate Governance or its Malaysian counterpart. I would not treat the absence of a commercial contract today as settling the question for the term of an appointment.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
India's IICA databank is a requirement for directors of Indian companies; the seats I am considering are in Singapore and Malaysia, so I have not registered and do not need to.
- Completed a directors' foundation programme at Lumentara Institute of Directors in 2024, covering directors' duties, board evaluation and audit committee practice.
- Serve as a co-opted member of Cahayaloka Learning Foundation's finance and audit committee, which shows me how a volunteer board questions a small executive team.
- Read our external auditor's management letters with the audit and risk committee chair each year to learn how he decides which findings to pursue.