The Company adopts the principles of the Code of Corporate Governance for Publicly-listed Companies (CCG-PLCs) on related –party transactions. The CCG-PLCs provides that the “Board should have the overall responsibility in ensuring that there is a group-wide policy and system governing related party transactions (RPTs) and other unusual or infrequently occurring transactions, particularly those which pass certain thresholds of materiality.
The policy should include the appropriate review and approval of material or significant RPTs, which guarantee fairness and transparency of the transactions. The policy should encompass all entities within the group, taking account their size, structure, risk profile and complexity of operations.”
Thus, the Company, through its Board Audit Committee, shall initiate policies and measures geared towards prevention of abuse and promotion of transparency, and in compliance with applicable laws and regulations to protect the interest of all shareholders.
The content of the RPT Policy to be formalized by the Board Audit Committee shall cover among others:
- Definition of related parties;
- Coverage of RPT policy;
- Guidelines in ensuring arm’s-length terms;
- Identification and prevention or management of potential or actual conflicts of interest which arise;
- Adoption of materiality thresholds;
- Internal limits for individual and aggregate exposures;
- Whistle-blowing mechanisms, and
- Restitution of losses and other remedies for abusive RPTs.