1.2
Definition of "independent director"
Mr X is a director (and not a major shareholder) of A Bhd, a listed corporation. He is proposed to be appointed as an independent director of B Bhd, another listed corporation. A Bhd and B Bhd are engaged in transactions, the consideration of which exceeds the said Threshold. Would paragraph 5.1 of Guidance Note 9 preclude Mr X from being appointed as an independent director of B Bhd?
Mr X would not be disqualified from being an independent director of B Bhd pursuant to sub-Rule (g) of the said definition and paragraph 5.2(b) of Guidance Note 9 if Mr X is not involved in the transactions entered into between A Bhd and B Bhd, i.e. Mr X is not the initiator, promoter, agent or is not a party to such transactions, and provided that such transactions are on normal commercial terms.