IGB CORPORATION BERHAD PART A STATEMENT in relation to ...

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hijklmnDaniel Yong Chen-I is a Director of IGB Group and Kris Group. He is a son of Pauline TanSuat Ming.Elizabeth Tan Hui Ning is alternate to Robert Tan Chung Meng on the Board of Kris. She isa daughter to Robert Tan Chung Meng.Goldis is a Major Shareholder of IGB and Kris and a Person Connected to Robert Tan ChungMeng, Dato’ Tan Chin Nam, Pauline Tan Suat Ming, Tony Tan @ Choon Keat, TKY, TCNand WST.TCN is a Major Shareholder of IGB, Kris, Goldis, WSCB and WST and a Person Connectedto Dato’ Tan Chin Nam.TKY is a Major Shareholder of IGB, Kris, Goldis, WSCB and WST and a Person Connectedto Robert Tan Chung Meng, Pauline Tan Suat Ming and Tony Tan @ Choon Keat.WST is a Major Shareholder of IGB, Kris, Goldis, WSCB, CHM, CU, SGHL and TTR and aPerson Connected to Robert Tan Chung Meng, Dato’ Tan Chin Nam, Pauline Tan Suat Ming,Tony Tan @ Choon Keat, TCN and TKY.Antony Patrick Barragry is a Director of IGB Group and Kris Group. He is also a Directorand Major Shareholder of ME.2.2.3 Review Procedures for Recurrent RPTsIGB Group has established procedures to ensure that the Recurrent RPTs are conducted on anarm’s length basis and on normal commercial terms consistent with the Group’s usual businesspractices and policies, are not more favourable to the Related Parties than those generallyavailable to the public and are not to the detriment of the minority shareholders.The management of IGB Group has been kept informed of procedures applicable to the RecurrentRPTs, who will ensure that transactions with the Related Parties will only be entered into aftertaking into account the exclusivity of the distributorship, pricing, expertise required and otherrelated factors.A database has been maintained to monitor the Recurrent RPTs disclosed by management whichis tabled to the Audit Committee for review and notation at each audit committee meeting.If a member of the Board and/or Audit Committee has an interest, as the case may be, the personshall abstain from deliberation in respect of the Recurrent RPTs.The annual internal audit plan incorporates a review of the procedures governing the reportingand approval of Recurrent RPTs entered into by the Group and their compliance.The Audit Committee reviews the internal audit reports to ascertain that the guidelines andprocedures established to monitor Recurrent RPTs have been complied with and the review isdone annually.2.2.4 Statement by Audit CommitteeThe Audit Committee has seen and reviewed the procedures governing Recurrent RPTs and issatisfied that such procedures are sufficient to ensure that such Recurrent RPTs are carried outon normal commercial terms, no more favourable to the Related Parties than those generallyavailable to the public and are not detrimental to the minority shareholders of IGB.2.2.5 DisclosureThe Company has disclosed the details of the Recurrent RPTs conducted during the financial yearended 31 December 2005 in its Annual Report 2005 in accordance with Section 4.1.5 of PracticeNote No 12/2001 of the Listing Requirements.Disclosure of the same will be made in the Annual Report for the subsequent financial year duringwhich the Proposed Shareholders’ Mandate is in force, providing among others, the followinginformation:Page 12
(i) the type of Recurrent RPTs transacted; and(ii) the names of the Related Parties involved in each type of Recurrent RPTs and theirrelationships with the Company.2.3 Rationale for Proposed Shareholders’ MandateThe Recurrent RPTs entered or to be entered into by the Group are all in the ordinary course ofbusiness. They are recurring transactions of a revenue or a trading nature which are likely to occurwith some degree of frequency. These transactions may be time sensitive by nature, making itimpractical to seek shareholders’ approval on a case to case basis before entering into such relatedparty transactions. As such, the Board is seeking the Proposed Shareholders’ Mandate pursuant toParagraph 10.09 of the Listing Requirements for these Recurrent RPTs, in order to improve theefficiency in which these transactions are carried out.By obtaining the Proposed Shareholders’ Mandate and renewal of the same on an annual basis, thenecessity to convene separate general meetings from time to time to seek shareholders’ approval asand when such Recurrent RPTs occur would not arise. This would substantially reduce the time,administrative requirements, inconvenience and expenses associated with the convening of generalmeetings, without compromising the corporate objectives of the Group or adversely affecting thebusiness opportunities available therein.The Group have dealt with the Related Parties mentioned in Section 2.2.2 above for years and theRelated Parties have proven to be good customers of the Group as well as reliable suppliers ofmaterials, goods and services required by the Group for its business. The Related Parties are financiallystable and have over the years established good business relationship with the Group with their goodservices and promptness in settlement, as the case may be. The materials, goods and services providedby and/or to the Related Parties are carried out on an arm’s length basis and on terms not morefavourably than those generally available to the public.The various Recurrent RPTs to be entered into by the Group as detailed in Section 2.2.1 above areanticipated to continue to derive income and/or meet the Group’s business needs in good terms and inthe best interest of the Group.2.4 Effects of Proposed Shareholders’ MandateThe Proposed Shareholders’ Mandate is not expected to have any effect on the share capital, NA, EPSof the Group or shareholdings of Major Shareholders in the Company.2.5 Approval RequiredThe Proposed Shareholders’ Mandate is subject to the approval of shareholders at the forthcoming 42 ndAGM to be convened.3.0 INTERESTS OF INTERESTED RELATED PARTIESSave as disclosed below, none of the other Directors, Major Shareholders or Person(s) Connected hasany interest, direct or indirect, in the Proposed Shareholders’ Mandate.The direct and indirect shareholdings of the Interested Related Parties in the issued and paid upordinary share capital of IGB as at 18 April 2006 are as follows:Interested Related PartiesDirectIndirectNo. of Shares % No. of Shares %Robert Tan Chung Meng 3,915,562 0.27 493,612,678* 34.14Tan Boon Seng 616,192 0.04 19,636,996* 1.36Tan Lei Cheng 1,812,667 0.13 1,690,137* 0.12Tan Boon Lee 2,805,574 0.19 - -Pauline Tan Suat Ming 996,777 0.07 493,612,678* 34.14Page 13
Page 1: THIS STATEMENT/CIRCULAR IS IMPORTAN
Page 5 and 6: PART ASTATEMENTin relation toPROPOS
Page 7 and 8: However, the share buy-back if impl
Page 9 and 10: PART BCIRCULAR TO SHAREHOLDERSin re
Page 11 and 12: (a)(b)the transactions are in the o
Page 13 and 14: Nature ofTransactionsTransactingPar
Page 15: Explanatory notes:1The estimated va
Page 19 and 20: 6.0. FURTHER INFORMATIONShareholder
Page 21 and 22: (b)(c)as RM2,630,000.00 has already
Page 23: EXTRACT OF ORDINARY RESOLUTIONSORDI

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