redtone international berhad - Announcements - Bursa Malaysia

(e) If a member of the Board or Audit Committee has an interest, direct or
indirect, in a RRPT to be reviewed by the Board or Audit Committee as the
case may be, he will abstain from all deliberations and decision-making by
the Board or Audit Committee in respect of such RRPT.
(f) The Audit Committee reviews RRPTs once in a financial year, to ensure that
relevant internal review procedures are adhered to and carried out on normal
commercial terms that are not detrimental to the interest of the minority
shareholders.
2.7.1 Threshold of Authority
The Group has in place a level of authority policy to facilitate the orderly and efficient
operations of the Group. Managers are given a reasonable and acceptable level of
authority to approve limited purchases and payments. For amounts exceeding the
managers’ authority i.e. RM8,000, prior approval of the Executive Directors is
required.
2.8 Statement by Audit Committee
The Audit Committee of the Company has seen and reviewed the procedures
mentioned in Section 2.7 above and is of the view that the said procedures are
sufficient to ensure that the RRPTs entered into are monitored, tracked and identified
in a timely manner and are not more favorable to the Related Parties than those
generally available to the public and are not detrimental to the minority shareholders.
The processes and procedures in connection thereto are reviewed annually.
2.9 Disclosure of RRPTs
In accordance with Rule 10.09 of the AMLR, disclosure shall be made in the Annual
Report of the Company of a breakdown of the aggregate value of all transactions
conducted during the financial year, names of Related Parties involved in each type
of RRPT and their relationship with the REDtone Group pursuant to the shareholders’
mandate.
3. RATIONALE FOR THE PROPOSED SHAREHOLDERS’ MANDATE
The RRPTs entered or to be entered into by the Group are in the ordinary course of business
and are of a revenue or trading nature which are likely to occur with some degree of
frequency and arise at any time and from time to time.
These transactions may be time-sensitive and confidential in nature, which made it
impractical to seek shareholders’ approval on a case-by-case basis before entering into such
transactions. As such, the Board is seeking the shareholders’ mandate pursuant to Rule
10.09 and Guidance Note 8 of the AMLR to allow the Group to enter into such RRPTs on
terms that are not more favourable to the Related Parties than those generally available to the
public and not to the detriment of minority shareholders of the Company.
The REDtone Group and the Related Parties have close co-operation and good
understanding of each other’s business need, thus providing a platform where all parties can
benefit from conducting the RRPTs. In addition, REDtone Group would have an advantage of
familiarity with the background, financial well-being and management of the Related Party,
thus enabling more informed commercial decisions to be made and minimising any risk of
interruptions to the Group’s day-to-day operations. Given the complementary nature of the
Related Parties’ activities, as well as the fact that the activities are in the ordinary course of
business and are of a revenue or trading nature, it is anticipated that the RRPTs would occur
on a frequent and recurrent basis. In addition, the REDtone Group will also leverage on the
Related Party’s resources.
By procuring the Proposed Shareholders’ Mandate and renewing the same on an annual
basis, this would eliminate the necessity to convene separate general meetings from time to
time. This would reduce substantially administrative time, inconvenience and expenses
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