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Where any Director or any Person Connected with him/her has an interest (direct or indirect) in any Recurrent Related Party Transaction,
such Director shall abstain from deliberation and voting on any decision to be taken by the Board in respect of such Recurrent Related
Party Transaction, if any. Where any member of the Audit Committee is interested in any Recurrent Related Party Transaction, that member
shall abstain from deliberation and voting on any decision to be taken by the Audit Committee with respect to such transaction.
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
Recurrent 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 47th 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 Recurrent Related Party Transactions.
2.4 Statement by Audit Committee
The Audit Committee, comprising the following Directors:
• Martin Giles Manen
: 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
• Dato’ Syed Salleh bin Syed Othman
: Independent Non-Executive Director
• Edward McShane
: Non-Independent Non-Executive Director
has the overall responsibility of determining whether the procedures and processes for monitoring, tracking and reviewing Recurrent
Related Party Transactions are adequate and 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 shall review and ascertain whether the guidelines and
procedures established to monitor Recurrent Related Party Transactions have been complied with.
The Audit Committee has the discretion to request for limits to be imposed or for additional procedures to be followed if it considers such
a request to be appropriate. In that event, such limits or procedures may be implemented without the approval of shareholders, provided
that they are more stringent than the existing limits or procedures.
The Audit Committee of the Company has reviewed the terms of the Proposed Shareholders’ Mandate and is satisfied that the review
procedures for Recurrent Related Party Transactions, as well as the annual review by the Audit Committee in relation thereto, are sufficient
to ensure that Recurrent Related Party Transactions will be made at arm’s length basis and on normal commercial terms not more
favourable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders of the
Company, and hence, will not be prejudicial to the shareholders or disadvantageous to the Group.
The Group has in place adequate procedures and processes for monitoring, tracking and identifying Recurrent Related Party Transactions
in a timely and orderly manner, and such procedures and processes are reviewed on an annual basis or whenever the need arises.