The Board Audit and Risk Committee Report SUMMARY OF WORK CARRIED OUT DURING THE FINANCIAL YEAR (CONT’D) Compliance (Cont’d) (c) Received updates on the directorships and shareholdings held by the Directors of the Company and persons connected with them in accordance with Section 221 of the Companies Act, 2016 on a annual basis. These disclosures enabled an assessment of the potential or actual conflicts of interest which may arise in relation to Related Party Transaction (“RPT”) or Recurrent Related Party Transaction (“RRPT”). (d) Monitored the status of internal misconduct cases reported to Board and BARC on a quarterly basis, including ongoing investigations, in accordance with the Code of Conduct and Business Ethics (“CoBE”). (e) Ensured that the Declaration of Directors’ Interests in Securities and disclosures of conflict-of-interest situation(s) in all Board level meetings, are documented and minuted accordingly in the minutes of meeting. The Committee took note that there was no management conflict of interest situations for operational matters (including any transaction, procedure, or course of conduct) as reported by the Chief Executive Officer. Review of RPT and RRPT of a Revenue or Trading Nature and Conflict of Interest Situations (a) Reviewed related party transactions entered into by the REIT and ensured that the transactions undertaken were in the best interest of the REIT/ unitholders, fair, reasonable and on normal commercial terms, and not detrimental to the interest of the minority shareholders and recommended the same for approval of the Board. (b) Reviewed the annual Shareholders’ Mandate in relation to recurrent related party transactions of a revenue or trading nature for Shareholders’ approval to undertake transactions that are recurrent, of a revenue or trading nature and which are necessary for the day-to-day operations of the REIT with related parties (“RRPTs”). (c) Ensured that the review procedures were sufficient to ensure that the RRPTs were not more favourable to the related parties than those generally available to the public and were not to the detriment of the minority shareholders and that the Manager had in place adequate procedures and processes to monitor, track and identify RRPTs in a timely and orderly manner, and such procedures and processes were reviewed on a yearly basis or whenever the need arose. (d) Review of RRPT on a quarterly basis. The Management had given assurance to the BARC that RPT and mandate for RRPT were in compliance with the Listing Requirements and policies and procedures. Other Activities Reviewed and recommended to the Board, for inclusion in the Annual Report: • The BARC Report • Corporate Governance Overview Statement • Corporate Governance Report • Statement on Risk Management and Internal Control 1 ABOUT US 119 3 SUSTAINABILITY STATEMENT 4 CORPORATE GOVERNANCE 5 OTHER INFORMATION 6 FINANCIAL STATEMENTS 2 BUSINESS OVERVIEW
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