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v) there is no specific threshold for approval of Recurrent Related Party Transactions within the Group.
However, all recurrent related party transactions are subject to the approval by the Audit Committee
from time to time.
The Group has established the following procedures to ensure that the transactions with Related Parties
are undertaken on arm’s length basis and on normal commercial terms, and on transaction prices and
terms not more favourable to the Related Parties than those generally available to the public:
i)
a list of Related Parties will be circulated within the organisation to notify that all transactions with
Related Parties are required to be undertaken on an arm’s length basis and independent of undue
influence from Related Parties and on normal commercial terms and on terms not more favourable
to the Related Parties than those generally available to the public;
ii) all transactions with Related Parties, regardless of the transaction value, will be reviewed by the
sub-committee which is appointed and authorised by the Audit Committee of the Company;
iii) a register will be maintained by the Group to record all transactions with Related Parties which are
entered into pursuant to the Proposed Shareholders’ Mandate;
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 Paragraph10.09 of the ListingRequirements, in ameeting 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 53
rd
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.