Penalties should rightly not be imposed on IDs if they do not possess knowledge of any criminal activities of the management. U cannot imagine that IDs being based in Singapore will be told outright of any accounting fraud that the management is engaged in, can u?
As for resignation of IDs, this is only fair -- they should have the right to stay on or leave if the course of action of the management is unacceptable to them. However, instead of keeping quiet about the issues that led to their resignation, IDs should ventilate them in a public platform and enable them to be debated by minority shareholders. Otherwise, the shareholders are kept in the dark.