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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 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 50
th
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.
2.5 Statement by Audit Committee
The Audit Committee 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.