Sersol Berhad (“Sersol” or the “Company”) and its subsidiaries (“the Group”) would, in ordinary course of business, enter into transactions of revenue or trading nature with a related party or parties.
This policy is designed to ensure the related party transactions (“RPT”) are carried out in the ordinary course of business, are made at arm’s length and on normal commercial terms.
This policy also aims to comply with the Part E, Paragraph 10.08 and 10.09 of the Listing Requirements of Bursa Malaysia Securities Berhad.
3.1 “Related Party” means a Director, major shareholder or person connected with such Director or major shareholder.
3.2 “Recurrent Related Party Transaction” means a related party transaction which is recurrent, of a revenue or trading nature and which is necessary for day-to-day operations of a listed issuer or its subsidiaries.
3.3 “Related Party Transaction” means a transaction entered into by the listed issuer or its subsidiaries which involves the interest, direct or indirect, of a related party
4. Policies and Procedures
4.1 The transactions with the Related Party or Parties will only be entered into after
taking into account the pricing, quality of product, expertise and other related factors.
4.2 The terms and conditions of the transactions will be determined by the product provider’s usual commercial terms or in accordance with applicable industry norm;
4.3 Records will be maintained by the Company to record all the Recurrent Transactions entered into pursuant to the Proposed Shareholders’ Mandate to ensure that relevant approvals have been obtained and review procedures in respect of such transactions are adhered to;
4.4 At least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible.
4.5 The ARMC (“ARMC”) of Sersol has in place adequate procedures and processes to monitor, track and identify Recurrent Transactions in a timely and orderly manner, and the frequency of review of these procedures and processes;
4.6 The ARMC periodically reviews the procedures set by Sersol to monitor related party transactions to ensure that these transactions are carried out on normal commercial terms not more favourable to the related party than those generally available to the public and are not detrimental to the minority shareholders of the Company.
4.7 All the Directors are required to declare and disclose any transaction in which they are deemed interested and such transactions must be subject to the scrutiny of the ARMC.
5. Threshold for Approval
The threshold for Recurrent Transactions will be determined by ARMC on a yearly basis, subject to the provisions in the Listing Requirements and/or the Act, where necessary. Where any Director has an interest (direct or indirect) in any Recurrent Transactions, such Director shall abstain from deliberation and voting on the matter.
Disclosure will be made in the Company’s Annual Report.