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iv) The internal audit will conduct periodic reviews of all identified and reported
transactions with Related Parties to determine whether internal guidelines and
procedures have been complied with. The internal audit will also conduct an
annual review of the system of controls to ensure that all Recurrent Related
Party Transactions are identified and reported; and
v) The Board and the Audit Committee will review the internal audit reports and/or
any other reports required from time to time to determine whether established
guidelines and procedures have been adhered to and if there is a need for
further review or to improve the procedures.
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 detailing 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 48th 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.