Basic HTML Version
6
Where any Director or any Person Connected with him/her has an interest (direct or indirect) in any related party transaction, such Director
(or his/her alternate, where applicable) shall abstain from voting on the matter. Where any Member of the Audit Committee is interested
in any transaction, that Member shall abstain from voting on any matter relating to any decision to be taken by the Audit Committee with
respect to such transactions.
Pursuant to Chapter 10, Paragraph 10.09 of the Listing Requirements, in a meeting to obtain the Proposed Shareholders’ Mandate,
the interested Director, interested Major Shareholder or interested Person Connected with a Director or Major Shareholder; and where it
involves the interest of an interested Person Connected with a Director or Major Shareholder, such Director or Major Shareholder must not
vote on the resolution approving the transactions.
An interested Director or interested Major Shareholder must also ensure that Persons Connected with him/her abstain from voting on the
resolution approving the transactions. Interested Directors shall also abstain from deliberating at Board meetings in respect of the Related
Party Transactions in which they are interested.
Disclosure will be made in the Company’s Annual Report of the aggregate value of transactions conducted pursuant to the Proposed
Shareholders’ Mandate during the financial year. Disclosure will also be made in the Annual Reports for subsequent financial years during
which the Shareholders’ Mandate remains in force.
The Proposed Shareholders’ Mandate, if approved at the forthcoming 46th AGM, will continue to be in force until the next AGM of the
Company. Thereafter, Shareholders’ approval will be sought for the renewal of such mandate at each subsequent AGM subject to a
satisfactory review by the Audit Committee of its continued application to Related Party Transactions.
2.5 Statement by Audit Committee
The Audit Committee, comprising the following Directors:-
• Dato’ Jaffar Indot
(Chairman, Independent Non-Executive Director)
• Tan Sri Saw Huat Lye
(Senior Independent Non-Executive Director)
• Dr Leslie Buckley
(Non-Independent Non-Executive Director)
• Sreesanthan Eliathamby
(Independent Non-Executive Director)
• Martin Giles Manen
(Independent Non-Executive Director)
• Siobhan Mary Hamilton
(Non-Independent Non-Executive Director)
has the overall responsibility of determining whether the procedures for reviewing all Related Party Transactions are appropriate. The Audit
Committee also has the authority to delegate this responsibility to such individuals within the Company as it shall deem fit. The Audit
Committee will review and ascertain whether the guidelines and procedures established to monitor Related Party Transactions have been
complied with at least once a year.