A month has passed, yet we still do not have sufficient verified information about the alleged mischief surrounding ZETRIX (Zetrix).
Was the entire board aware that the company was going to pay stakeholders a dividend amounting to almost the entire sum attributable to the Road Transport Department, commonly known as JPJ?
Why is the wider public still not privy to this information? One reason could be that the powers that be have been too soft in their handling of Zetrix.
I will explain shortly why I use the word "soft" rather than "kind".
Zetrix is among the few companies listed on Bursa Malaysia where independent directors' remuneration appears to be significantly higher than that of directors with executive responsibilities.
Could the comparatively generous remuneration enjoyed by Zetrix's independent directors have influenced the gatekeepers and caused them to turn a blind eye when the goalposts were moved?
The company's directors' fees were reported as follows:
Director classification FY24 fees (RM) FY25 fees (RM)
Executive Directors 361,000 361,000
Non-Executive Directors 403,000 403,000
Total company-level fees 764,000 764,000
The total approved budget for directors' fees and benefits across the company and its subsidiaries for FY25 was RM763,560.
In addition, the subsidiaries paid RM399,000 to executive directors and RM907,000 to non-executive directors during FY25.
For now, we do not have the answers. Perhaps those entrusted with asking the difficult questions are sufficiently aware that their actions could eventually bring scrutiny back to the regulators themselves.
That, in my view, was where the first cut took place. It may have emboldened the board and management to venture into ethically questionable territory, with the confidence that even if the matter eventually came to light, the consequences would amount to little more than a slap on the wrist.
The regulators may not have intended to be lenient towards Zetrix, but the outcome speaks for itself. As William Shakespeare famously wrote, "Something is rotten in the state of Denmark."
If these issues are not properly addressed, the consequences, when they eventually come to a head, could be severe, potentially sending shockwaves through the market.
Let us examine the backgrounds of some of Zetrix's former independent directors to understand the concerns surrounding their independence.
Wong Kok Chau
Kok Chau was appointed to Zetrix's board on July 9, 2018, meaning he has served for almost eight years.
He has also been a director of Excel Force MSC since November 2016 and was subsequently appointed managing director of the company in 2020.
From 2016 through 2025, only two names consistently emerged among Excel Force MSC's substantial shareholders: Jeff Wang Kuen-Chung, whose substantial shareholding appeared intermittently, and Wong Thean Soon, who remained a consistent substantial shareholder.
This raises an important question: can someone who has served as an executive director for nearly a decade in a company controlled by Wong Thean Soon genuinely act as an independent director in another company associated with the same controlling shareholder?
This is not an allegation about Kok Chau's personal integrity or sense of fairness. Rather, it raises questions about whether the regulators have exercised sufficient common sense in assessing the independence of board appointments.
Before anyone dismisses this concern on the grounds that one example does not establish a pattern, there is more to consider.
Mohaini Mohd Yusof
Mohaini was appointed an independent director of CUSCAPI, a company associated with Wong Thean Soon, in 2018. She subsequently joined Zetrix's board in 2021.
She remained an independent director of both companies until 2026.
These overlapping appointments raise further questions about how independence is assessed, particularly when directors serve on the boards of companies linked to the same business interests.
To address potential conflicts and strengthen corporate governance, substantial shareholders and their representatives should be required to make full disclosures concerning the appointment of independent directors.
Such disclosures should include how candidates are identified, who recommends them, and whether any controlling shareholder or related party has an existing business, professional or personal relationship with the proposed independent director.
Greater transparency in the appointment process would allow shareholders and the investing public to better assess whether a director is genuinely independent, both in appearance and in practice.
Written by Francis Fernandez, a former news editor with Business Times and Malay Mail.
The writer's views expressed here are his own.