Nisha WijayaChief Operating Officer · Essays & perspective

Nisha Wijaya · Chief Operating Officer · Singapore / Southeast Asia

A risk committee member who can read the site

My contribution to a board

I would bring a board the experience of someone who has built, commissioned and run large physical assets in Indonesia, Singapore and Vietnam, from the contractor's side and the owner's. Boards of asset-heavy companies are usually well supplied with financial and legal expertise and less well supplied with directors who can read a construction programme, a substation's single-line diagram or a permit audit and tell whether management's report matches the site. I can do that, and I know which questions expose the gap without turning a director into a second chief operating officer.

I would bring the practice of reporting physical risk to a committee in forms it can use: leading safety indicators, interruption hours, the share of critical load protected through an outage, payment down the contractor chain and resource budgets for water and power. I have reported these to Selvanta's Board Risk and Sustainability Committee every quarter since 2021, and I have learnt what a committee can absorb in forty minutes and what it cannot. Singapore's Code of Corporate Governance makes the board responsible for the governance of risk and expects it to decide the nature and extent of the significant risks it will accept. Operating risk is where many boards find that hardest, and where I would be most useful.

I would be most effective on a risk committee, or on a safety or sustainability committee where a company has one, and could chair it after a year as a member. I would not seek to chair an audit committee; that calls for accounting expertise I do not have. Finally, I would bring a habit of disagreeing on paper. At Selvanta I have opposed our chief executive on the size of the data-centre phase and our CFO on the Hai Phong step-in, each time in a board paper that set out the alternative fairly. An independent director needs the same discipline, with less information and more distance.

Judgement in practice

01

Reporting a crane collapse that injured nobody

In September 2021 a mobile crane overturned while lifting roof trusses at our Dong Nai park. Nobody was hurt; the nearest worker was about eleven metres away. Our reporting rules then counted injuries, so the event would never have reached the board. I put it into the Board Risk and Sustainability Committee paper with an assessment of what could have happened, the ground-bearing check that had been skipped and what we had changed. One director asked why we were reporting an incident without consequences. I answered that luck is not a control. The committee then asked for every high-potential near miss to be reported each quarter, and that series showed rising work-at-height events through 2023, before the death on Batam. We did not act on it quickly enough. On any board I would ask for high-potential near misses before the injury rate.

02

Declining twelve hectares to a tenant we could not serve

In 2023 an electroplating company asked to lease 12 hectares at our Bac Ninh park, a transaction worth about US$17 million in land payments. Its wastewater would carry heavy metals that our central treatment plant was not designed to remove reliably, and a failure could have put the discharge permit for the whole park at risk. Our sales team proposed accepting the tenant and upgrading the plant later. I recommended leasing only if the tenant built and ran its own pre-treatment to a standard we would sample daily, at its cost, with our right to disconnect it. The tenant declined and went elsewhere, and the board accepted the lost revenue. The question I would bring to another board is simple: whose licence to operate does this transaction put at risk, and who will carry that cost if it fails?

03

Putting the founding family's engineering firm through a tender

Selvanta's founding family controls an engineering consultancy that had designed our park infrastructure for many years without competition. In 2022, for the second phase of the Central Java park, I recommended that the design work be tendered, with the family firm invited to bid. As a transaction with an interested person, the contract would also be subject to the review and, above certain thresholds, the announcement or shareholder-approval requirements that Singapore's listing rules apply. The family's representative on our board was unhappy and said so. The family firm bid, came second on price and won a smaller package on its merits. The relationship survived because the case was made in a paper with the comparison attached, not in a corridor. On another board I would expect every related-party arrangement to be tested against the market in the same way.

My first year on a board

In my first three months I would read and listen. I would read three years of board and committee papers and minutes, the risk register and how it has changed, the internal audit plan and its findings, and the external auditors' most recent observations. I would visit the company's largest construction site and its most critical operating asset, and I would ask to walk them with the people who run them rather than with head office. I would also ask to meet the heads of safety, internal audit and the largest projects without the chief executive present, which good practice allows.

For the rest of the year I would serve as a member and not seek to chair. I would want to understand which risks the board has chosen to accept, how they are measured and what management believes the board does not need to know. At the year end I would ask the board chair for direct feedback, and I would use the board's own evaluation to test whether my questions had been useful or merely numerous.

Conflicts and their management

My first obligation is to Selvanta, where I am a full-time executive. I would not join the board of any industrial-park developer or operator in Vietnam or Indonesia, any contractor or consultant that works for Selvanta, any company that leases land or buildings from us, or any data-centre operator or cloud provider that competes for our campus or rents space on it. I would also decline any company with a material relationship with Selvanta's founding family. Before accepting any role I would disclose my Selvanta shareholding, my two subsidiary directorships and any relationship with the company's suppliers, and I would seek my board's consent.

If a conflict arose later, for instance because the company began bidding for Selvanta work, I would disclose it immediately, leave the relevant discussions and offer to step down if the conflict was likely to recur. Time is the other conflict. Construction emergencies do not respect board calendars, so I would fix meeting dates a year ahead and keep twenty-five days genuinely free, preparation included.

My independence statement

I am a full-time executive of Selvanta Industrial Parks Limited and hold its shares through its performance share plan. I would accept an independent role only at a company with which Selvanta, its founding family and I have no business, family or financial relationship of substance, and I would disclose every relevant fact before any appointment is considered. Whether I would be independent of a particular company under Singapore's Code of Corporate Governance and listing rules, or under another market's rules, is for that company's board to determine on what I disclose.

Board and committee exposure

Presented to the Board or a committee

Selvanta Industrial Parks Limited

Board of directors: annual capital plan, construction programme, data-centre campus and major incidents

January 2021–present

Presents the operating plan and every capital proposal for construction, utilities and the data-centre campus; not a director of the listed company and holds no vote.

Reported to a committee

Selvanta Industrial Parks Limited

Board Risk and Sustainability Committee: safety, physical and climate risk, utility resilience and contractor exposure

January 2021–present

Reports every quarter on leading safety indicators, interruption hours, water budgets and the status of major contractors; introduced reporting of high-potential near misses in 2021.

Served as a director

Selvanta Vietnam Holdings Pte Ltd

Board of the Singapore holding company for the three Vietnam parks

July 2016–present

Director in an executive capacity, approving the subsidiaries' budgets, capital commitments and banking arrangements.

Served as a director

PT Selvanta Batam Industri

Board of commissioners, the supervisory board of the Indonesian subsidiary that owns the Batam park

March 2021–present

Commissioner in an executive capacity under Indonesia's two-tier company structure, supervising the subsidiary's directors on the data-centre campus, utilities and safety.

Presented to the Board or a committee

Halcyra Data Centres Pte Ltd

Board of directors: capital programme and commissioning readiness

2012–2016

Presented the delivery programme and commissioning results for each new data centre to the owner-appointed board twice a year.