| (a) | had personally
provided professional advisory services to the said Corporation within the last
2 years; or |
| | |
| (b) | is presently a
partner, director (except as an independent director) or major shareholder, of
a firm or corporation (“Entity”) which has provided professional
advisory services to the said Corporation within the last 2 years, |
| | |
| and the consideration in aggregate is more than 5% of the gross
revenue on a consolidated basis (where applicable) of the said Director or the
Entity, or RM1 million, whichever is the higher.
|
| |
4.2 | For the purposes of
paragraph 4.1 above, the following applies: |
| |
| (a) | where the Entity is a
corporation, the computation of the gross revenue of the Entity must be based
on its annual audited financial statements for the last 2 financial years; and |
| | |
| (b) | where the service is
rendered by the said Director personally or by an Entity which is other than a
corporation, the computation of the gross revenue must be based on the income
tax returns of the said Director or the Entity, as the case may be, submitted
to the Inland Revenue Board for the last 2 years. |
| | |
5.0 | Paragraph (g) |
| |
5.1 | In relation to
paragraph (g), the said Director is disqualified from being an independent
director if he - FAQ 1.2(v), FAQ 1.2(vi), FAQ 1.2(vii), FAQ 1.2(x), FAQ 1.2(xi), FAQ 1.2(xii) |
| |
| (a) | had engaged
personally in transactions with the said Corporation (other than for board
service as a non-executive director) within the last 2 years; or |
| | |
| (b) | is presently a
partner, director, a major shareholder, of an Entity (other than subsidiaries
of the applicant or listed corporation) which has engaged in transactions with
the said Corporation within the last 2 years; or |
| |
| and the consideration
in aggregate exceeds 5% of the gross revenue on a consolidated basis (where applicable)
of the said Director or the Entity, or RM1 million, whichever is the higher. FAQ 1.2(ix) |
| |
5.2 | However, “transactions”
in paragraph 5.1 above excludes transactions - |
| | |
| (a) | on normal commercial
terms entered into between the said Corporation and the said Director or
between the said Corporation and an Entity where the said Director is also a
director, major shareholder or partner - |
| | | |
| | (i) | for personal use of
the said Director; or FAQ 1.2(v) |
| | | |
| | (ii) | for personal
investment of the said Director but not for the purpose of carrying on a trade
or business |
| | | |
| (b) | on normal commercial
terms entered into between the said Corporation and an Entity where the said
Director is also a director (and not a major shareholder) but is not involved
in the said transactions: FAQ 1.2(vi) |
| | |
| (c) | for the following
goods and services, provided that they are sold or rendered based on a
non-negotiable fixed price or rate, which is published or publicly quoted and
the material terms including the prices or charges are applied consistently to
all customers or classes of customers: FAQ 1.2(viii) |
| | |
| | (i) | provision or usage of public utility services such as water, electricity and
telecommunications and data, postal or courier services, services by licensed
persons as defined under the Financial Services Act 2013 (other than
professional advisory services which are subject to paragraph 4.1 above),
insurance, unit trusts, stockbroking services, public transport, education,
medical services, provision or usage of tolled highways, hotel facilities and
recreational services, provision or consumption of fuel on retail or food and
beverage at eateries, provision or purchase of goods at retail outlets such as
supermarkets, hypermarkets or departmental stores; and
FAQ 1.2(vii) |
| | | |
| | (ii) | such other types of
goods or services that may be prescribed by the Exchange from time to time. |
| | | |
5.3 | For the purposes of
paragraph 5.1 above, the following applies |
| | |
| (a) | where the Entity is a
corporation, the computation of the gross revenue of the Entity must be based
on its annual audited financial statements for the last 2 financial years; |
| | |
| (b) | where the transaction
is entered into by the said Director personally or by an Entity which is other
than a corporation, the computation of the gross revenue must be based on the
income tax returns of the said Director or the Entity, as the case may be,
submitted to the Inland Revenue Board for the last 2 years. |
| | |
II. | REQUISITE
QUALIFICATIONS FOR THE SIGNATORY AND THE SAID AUDIT COMMITTEE MEMBER |
| |
6.0 | General |
| |
6.1 | Paragraph 7.0 of this
Guidance Note must be read in conjunction with Rules 9.27 and 15.09 of the
Listing Requirements. |
| |
7.0 | Requisite qualifications |
| |
7.1 | For the purposes of
Rules 9.27(c) and 15.09(1)(c)(iii) of the Listing Requirements, it is
prescribed that the following qualifications are also acceptable: FAQ 15.22, FAQ 15.26 |
| | | |
| (a) | either one of the
following qualifications and at least 3 years’ post qualification experience in
accounting or finance: FAQ 15.22, FAQ 15.23 |
| | | |
| | (i) | a degree/masters/doctorate in accounting or finance; or |
| | | |
| | (ii) | a member of any
professional accountancy organisation which has been admitted as a full member
of the International Federation of Accountants; |
| | | |
| or | | |
| | | |
| (b) | at least 7 years’
experience being a chief financial officer of a corporation or having the
function of being primarily responsible for the management of the financial
affairs of a corporation. FAQ 15.24 |
| |
III | RESTRICTION IN NUMBER OF DIRECTORSHIPS |
| |
| [Deleted]. |
| Back to Top |
| |