Adrian LimChief Executive Officer · Essays & perspective

Adrian Lim · Chief Executive Officer · Singapore / Southeast Asia

One independent seat, with succession as the contribution

My contribution to a board

I would bring three kinds of experience to a board. The first is regulated operation across borders. I have spent thirty-two years dealing with eight national medicines regulators, their inspections and their timetables, and I know how often a commercial plan is really a regulatory plan with revenue attached. Any business needing approvals in several countries benefits from a director who asks when each will arrive and what happens if it does not.

The second is selling to governments. More than a third of Lumaren's revenue comes from public buyers, and I read a tender as a commitment rather than a sale: what was promised, what keeping it costs and which penalties sit behind it.

The third is ownership. I sit on a board where a founding family, an investor with consent rights and independent directors meet, and I have helped write the rules that let them disagree productively. Family-controlled companies preparing to list, or listed companies still shaped by a founder, need directors who respect the family's horizon and can still insist on process.

The Singapore Code of Corporate Governance expects nominating committees to be led by independent directors and boards to plan succession deliberately, and Malaysia's code carries similar expectations. Succession and board composition are where my own experience is deepest, and I would be ready to chair a nominating committee after a year as a member. I would also be useful on a risk committee. I am not an accountant and would not seek to chair an audit committee, although I read accounts closely and would serve on one if the committee needed operating experience. My instinct as a chief executive is to propose solutions; as a non-executive director I would test management's instead.

Committee contribution

Chair and member readiness
CapacityCommittees
Ready to chairNominating Committee, after a first year as a member
Ready to joinNominating Committee · Board Risk Committee · Remuneration Committee

Capacity and preferences

Time available
25 days per year
Current directorships
3
Sectors
Medical devices and diagnostics · Health-focused nutrition and consumer products · Healthcare logistics and cold-chain services · Regulated manufacturing selling into several Southeast Asian countries
Company type
A company listed in Singapore or Malaysia, or preparing to list there, often founder- or family-controlled, with no commercial relationship with Lumaren, the Seah family or Calderwick Capital
Company stage
A family or founder company in its first generational transition, or within three years of listing

The seat I am pursuing

I am looking for one independent non-executive seat at a company listed in Singapore or Malaysia, or preparing to list in either, with revenue somewhere between S$300 million and S$2 billion. My experience transfers best to devices and diagnostics, health nutrition, healthcare logistics and other regulated manufacturing sold across the region. I am most interested in a founder- or family-controlled company in its first generational transition, where the board is deciding how much of its future management will come from inside the family.

I would expect to join the nominating committee and, after a year, chair it if the board wished, and to serve on a risk committee. If the company were listed in Singapore and I had not previously been a director of a listed company there, I would complete the training the exchange expects of first-time directors in good time. I will not take a second seat while I remain an executive; one board served properly is worth more than a name lent to several.

Judgement in practice

01

Holding fever-medicine prices during the 2020 surge

In March 2020 private-pharmacy demand for our paracetamol syrups and tablets rose more than threefold in three weeks across Malaysia and Singapore, while public hospitals asked us to commit supply for the following quarter. Calderwick's directors suggested that the private channel could carry a temporary price increase, as some competitors had applied. I recommended holding list prices, serving public buyers first under existing contracts, and rationing pharmacies by their previous year's purchases. The board agreed and asked for a weekly allocation report. We gave up about S$4 million of margin. Hospital pharmacists still mention it when they return to us after another supplier fails. In a shortage, pricing is a reputation decision, and directors should see the allocation rule as well as the margin.

02

A warranty claim against sellers who stayed

In 2023 an Indonesian tax assessment covering Sindhara's years before our acquisition arrived for about S$6.2 million. The purchase agreement gave us a warranty claim against the selling family, with part of the price held in escrow. Sindhara's president director, Retno Kusumawardhani, belonged to that family and was running the company well for us, and some colleagues argued that pursuing the claim would cost us her goodwill. I recommended pursuing it, asking her to leave the room whenever our board or the Board of Commissioners discussed it, and having our chief financial officer and outside counsel negotiate rather than me, because I worked with her every week. We settled at S$4.1 million from escrow, and she stayed until her planned retirement at the end of 2025. On any board I would expect that separation: the claim pursued, the conflicted person out of the room but not treated as an adversary.

03

Disclosing an approach from across the table

In late 2015, after Vauclere's sale of sixty brands to Lumaren had closed, Seah Kim Hock asked whether I would join his company. I had led the sale for Vauclere, and transitional supply arrangements between the two companies still had months to run. I told Vauclere's regional president about the approach the same day, asked to be taken off the transitional committee, and agreed with both companies that I would not start at Lumaren until those arrangements had passed to a colleague. I joined in January 2016. What I carry from it to a board is that disclosure has to come before the decision, and that stepping away from a conflicted role costs less than explaining later why you did not.

My first year on a board

Before my first meeting I would ask for three documents and one conversation. The documents: two years of board and committee minutes, the risk register with a named owner for each risk, and any shareholder agreement or family arrangement that gives someone rights the constitution does not show. The conversation would be with the company secretary, about how papers reach the board and who decides what is left out of them.

In the first two quarters I would visit the operations that carry the most regulatory or reputational exposure, and ask to meet the heads of quality, compliance and internal audit at least once without management present.

In the second half I would take on one defined task, probably a review of succession or board composition for the nominating committee, so that my contribution could be judged. I would not seek a committee chair that year. At its end I would ask the chairman for a frank assessment, and offer to step back if my time or my fit had fallen short.

Conflicts and their management

The conflicts I would have to manage are commercial, ownership-related and practical. Commercially, I would decline any board whose company makes, imports or distributes medicines in Southeast Asia, supplies Lumaren, or is a hospital group or pharmacy chain among our larger customers. On ownership, I would screen every approach against Calderwick Capital's portfolio and the Seah family's other interests, which include property and food trading, and decline where either holds a meaningful stake or contract.

Before agreeing to anything, I would give Lumaren's board the full list of relationships and ask for its consent; my contract requires that, and I would ask even if it did not. After appointment I would keep a written register of possible conflicts, declare any new one at the start of the relevant meeting, leave the room for the discussion and the vote, and resign if a conflict became permanent. Time is the practical conflict: with Lumaren's six board meetings, Sindhara's four and the tender seasons, I would fix dates a year ahead and treat twenty-five days as a ceiling I can honour.

My independence statement

I am Lumaren's group chief executive and an executive director, and I hold shares in it through the company's management equity plan. I would consider an independent seat only where neither Lumaren, the Seah family, Calderwick Capital nor I have a commercial, family or financial tie of any substance with the company. I would set out every relationship in writing before terms were discussed. Whether I meet a particular exchange's or code's test of independence is for that company's board and nominating committee to judge on what I disclose.

Board and committee exposure

Served as a director

Lumaren Healthcare Holdings Pte. Ltd.

Board of directors: strategy, capital allocation, acquisitions and the realisation of the investor's stake

April 2019–present

Executive director and group chief executive on an eight-member board with two family directors, two investor directors and three independent directors.

Reported to a committee

Lumaren Healthcare Holdings Pte. Ltd.

Audit and Risk Committee: risk register, tender exposure, quality and regulatory matters

April 2019–present

Reports each quarter on the risk register and public-contract commitments; not a member. The head of quality also reports to the committee directly.

Presented to the Board or a committee

Lumaren Healthcare Holdings Pte. Ltd.

Nominating and Remuneration Committee: chief executive succession and the family employment policy

2021–present

Presents the annual succession plan and development reviews for internal candidates; withdraws when the committee discusses his own contract.

Served as a director

PT Sindhara Farmasi

Board of Commissioners (President Commissioner)

March 2023–present

Chairs the supervisory board under Indonesia's two-tier system, overseeing the board of directors that manages the company.

Served as a director

Lentera Patient Access Foundation

Board and grants committee

2021–present

Non-executive director of a fictional Singapore charity that funds access to medicines for low-income patients; member of its grants committee.

Presented to the Board or a committee

Vauclere Pharma Asia Pte. Ltd.

Group Asia-Pacific portfolio committee

2014–2015

Presented and defended the proposal to divest sixty mature brands, then reported on the sale process.

Governance learning and readiness

IICA Independent Directors’ Databank: Not yet registered

The IICA Independent Directors' Databank is an Indian register for independent directors of Indian companies. It does not apply to the Singapore, Malaysian or Indonesian companies where I would expect to serve, so I have not registered, and the status shown here records that plainly rather than implying any Indian qualification. If an Indian company ever approached me, I would take advice on what its rules require before the conversation went further.

  • Seven years as an executive director of Lumaren, with externally facilitated board evaluations every year since 2022
  • Halvering Business School's family-enterprise governance programme, completed in 2020
  • Service since 2023 as President Commissioner of PT Sindhara Farmasi under Indonesia's two-tier board system
  • Study of the Singapore Code of Corporate Governance and the exchange's board-composition rules with Lumaren's company secretary and external counsel during listing preparation