6
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
s
hareholders’
mandate remains in force.
The Proposed
Shareholders’ Mandate, if approved at the forthcoming
51
st
AGM, will continue to be
in force until the next AGM of the Company. Thereafter, s
hareholders’ 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 C
ommittee 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.
