HARN LEN CORPORATION BHD - Announcements - Bursa Malaysia

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2.4 Benefits This purchase of FFB from SCSB allows Harn Len to secure raw materials in the form of FFB for its palm oil mill operations. This is beneficial to the Group in increasing its turnover by allowing access to a ready source of FFB. The payment of transport charges by Harn Len to PLNHSB allows Harn Len ready access to a fleet of vehicles for the purposes of transporting its FFB to its own oil mill crude, palm oil and palm kernel to its buyers and fertilizer from its suppliers to plantations owned by Harn Len Group. This obviates the need for Harn Len to incur fixed and maintenance costs involved in maintaining a fleet of vehicles for this purpose. 2.5 Review Procedures To ensure that recurrent related party transactions are conducted at arm’s length and on normal commercial terms consistent with the Group’s usual business practices and policies and will not be prejudicial to shareholders, the management will ensure, that the transactions with the related party will only be entered into after taking into account the pricing, level of service, quality of product and other related factors. The management of Harn Len will also implement the following additional procedures and guidelines to ensure that the recurrent related party transactions are conducted at arm’s length and on normal commercial terms and on terms not more favourable to the related party than those generally available to the public and hence not detrimental to the interests of minority shareholders:- i) management will be notified that all recurrent related party transactions that are undertaken must be undertaken on an arm’s length basis and on normal commercial terms and on terms not more favourable to the related party than those generally available to the public and are not to the detriment of the minority shareholders; ii) records will be maintained by the Company to capture all recurrent related party transactions which will be entered into pursuant to the Proposed Shareholders’ Mandate; iii) transaction prices are to be determined by the prevailing market prices for which crude palm oil, crude and refined palm oil products and FFB are traded at the time the transactions are entered into; iv) recurrent related party transactions will be monitored through management reports tendered to the Board and Audit Committee; and v) the Board and the Audit Committee will review the management reports to ascertain that the guidelines and procedures established to monitor the recurrent related party transactions have been complied with. 7
Further, where any Director has an interest (direct or indirect) in any related party transactions, such Director (or his alternate, where applicable) shall abstain from voting and deliberation at the Board of Directors meeting on the matter. Where any member of the Audit Committee is interested in any transaction, that member shall abstain from deliberation and voting on any matter relating to any decisions to be taken by the Audit Committee with respect to such transactions. Pursuant to Paragraph 10.09 of the Listing Requirements, in a meeting to obtain the Proposed Shareholders’ Mandate, the interested director, interested major shareholder or interested persons connected with a director or major shareholder; and where it involves the interest of an interested person connected with a director or major shareholder, such director or major shareholder, must not vote on the resolution approving the transactions. Interested directors or interested major shareholders have undertaken that persons connected with them abstain from voting on the resolution approving the Proposed Shareholders’ Mandate. Interested directors shall also abstain from deliberating at board meetings in respect of the related party transactions in which they are interested. Disclosure will be made in the annual report of the Company providing a breakdown of the aggregate value of transactions conducted pursuant to the Proposed Shareholders’ Mandate during the financial year and based on the following information:- i) the type of the recurrent transaction made; and ii) the names of the related parties involved in each type of the recurrent transactions made and their relationship with the Company. Disclosure will also be made in the annual reports for subsequent financial years during which the shareholders’ mandate remains in force. The Proposed Shareholders’ Mandate will take effect from the date the Ordinary Resolutions are passed by the shareholders at the forthcoming AGM and remain in effect until:- i) the conclusion of the next AGM of the Company following the general meeting at which the Proposed Shareholders’ Mandate is passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; ii) iii) the expiration of the period within which the next AGM after that date is required to be held pursuant to section 143(1) of the Companies Act 1965 but shall not extend to such extension as may be allowed pursuant to section 143(2) of the Companies Act 1965; or revoked or varied by resolution passed by the shareholders in general meeting; whichever is the earlier. 8
Page 1 and 2: THIS CIRCULAR IS IMPORTANT AND REQU
Page 3 and 4: CONTENTS CIRCULAR LETTER TO THE SHA
Page 5 and 6: i) the transactions are in the ordi
Page 7 and 8: The direct and indirect interests o
Page 9: The transaction values for the peri
Page 13 and 14: 4.0 DIRECTORS' RECOMMENDATION Your
Page 15: vi) vii) a joint-venture agreement

HARN LEN CORPORATION BHD - Announcements - Bursa Malaysia

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