Definition of "independent director"


Mr X is a director (and not a major shareholder) of A Bhd, a listed issuer. He is proposed to be appointed as an independent director of B Bhd, another listed issuer. A Bhd and B Bhd are engaged in transactions, the consideration of which exceeds the said Threshold. Would paragraph 5.1 of Practice Note 13 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 paragraph (g) of the said definition and paragraph 5.2(b) of Practice Note 13 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.