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2.1.5 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
• Dato’ Sreesanthan Eliathamby
: Independent Non-Executive Director
• Dato’ Syed Salleh bin Syed Othman : Independent Non-Executive Director
• Edward McShane
: Non-Independent
Non-Executive Director
• Dato’ Saw Choo Boon
: 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.
2.1.6 Validity period
The authority to be conferred pursuant to the Proposed Shareholders’ Mandate, if
approved at the forthcoming AGM, will continue to be in force until:
i) the conclusion of the next AGM of the Company following the forthcoming
AGM at which the Proposed Shareholders’ Mandate is approved, at which
time it will lapse unless the authority is renewed by a resolution passed at a
general meeting of the Company; or
ii) the expiration of the period within which the next AGM of the Company after
the forthcoming AGM is required to be held pursuant to Section 143(1) of
the Companies Act, 1965 (but shall not extend to such extension as may be
allowed pursuant to Section 143(2) of the Companies Act, 1965); or