Interested Person Transactions Policy
INTERESTED PERSON TRANSACTIONS
The Company has adopted an internal policy that governs procedures for the identification, approval and monitoring of transactions with interested persons. All interested person transactions (“IPT”) are subject to review by the AC every quarter to ensure that they are carried out at arm’s length and the relevant rules in Chapter 9 of the Listing Manual of SGX-ST are complied with.
In the event that the Company or any of its subsidiaries proposes to enter into a contract or other transaction with one or more directors or with a corporation, firm, association or other entity in which one or more of the directors have a substantial financial interest or are officers or directors, the directors interested in the transaction shall:
- disclose his or her interest to the Board, prior to any vote on the transaction;
- in addition to compliance with a) above, recuse himself or herself from discussions, deliberations, or votes concerning the transaction; and
- not to be counted in determining the existence of a quorum.
In considering any transaction, the Board shall satisfy itself that the transaction is fair and reasonable to the Company and/or subsidiaries and does not constitute an excess benefit to the director interested in the transaction. Wherever feasible, the Board shall approve an IPT only after obtaining at least 2 other quotations from unrelated third parties for comparison, to ensure that the interests of minority shareholders are not prejudiced. The fee for services shall not be higher than the most competitive fee of the 2 other quotations from unrelated third parties. In determining the most competitive fee, the service provider, quality, delivery time and track record will all be taken into consideration.
When reviewing the IPTs, the director interested in the transaction will not be consulted in the selection process and will not be given the quotations received from the other service providers.
The Group did not obtain a general mandate from shareholders for Interested Person Transactions. The aggregate value of the interested person transactions entered into during FY2023 is as follows:-
