Annual Report 1999 - Parkway Pantai

Directors’ Reportfor the year ended 31 December 1999Parkway Holdings Limitedand its Subsidiaries35Corporate Governance (cont’d)Internal Code on Dealings with SecuritiesAn internal code on dealing in securities has been issued to directors and officers setting outthe implications on insider trading. The code was modelled after the Best Practices Guide withsome modifications.1. Directors and officers are prohibited from trading in the Company’s securities for the periodone month before the announcement of the Company’s half-yearly and annual results andending on the date of the announcement of the results, and any other period specified by theBoard or the Company Secretary.2. Directors and officers are also not expected to deal in the Company’s securities on considerationsof a short term nature.3. Notwithstanding this, all employees and directors are required to observe the insider tradinglaws under the Securities Industries Act at all times even when engaging in dealings in securitieswithin the permitted periods. To enable the Company to monitor such transactions, directorsand officers of the Company are required to report to the Company Secretary whenever theydeal in the Company’s securities.4. Subject to the strict observance of the Securities Industries Act, clearance may be given by theBoard of Directors, in the following exceptional circumstances:(i)(ii)for an officer to sell (but not to purchase) the Company’s securities during the prohibitedperiods due to a forced sale by a mortgagee or other extenuating reasons; andfor the exercise of an option or right under the Parkway Scheme, or the conversion ofconvertible securities, where the final date for the exercise of such option or right, orconversion of such securities, falls during the prohibited periods, and the officer couldnot be reasonably expected to exercise it at an earlier time during the permitted periods.Where an exercise or conversion is permitted pursuant to this paragraph, the Board maynot, however, give clearance during the same prohibited period for the sale of theCompany’s securities pursuant to the exercise or conversion.