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interests, whether direct or indirect, in relation to the transaction (the “Relevant Approving
Authority”). Guidelines for the Relevant Approving Authority are as follows:
Approval Limits Relevant Approving Authority
Transactions not exceeding S$250,000 .... AnytwoDirectors and the CFO
Transactions above S$250,000 .......... AnytwoAudit Committee members, one of whom
must be the Chairman of the Audit Committee
As at the Latest Practicable Date, the Group Managing Director Lee Kok Wah, the Non-executive
Director Craig Foster Pickett and the Audit Committee members namely Reggie Thein, William Edward
Alastair Morrison and Ng Chee Keong, are not related to Rimalco. Reggie Thein is the Chairman of the
Audit Committee.
3.4 Other Review Procedures
The Group has also implemented the following procedures for the identification of Interested
Persons and the recording of all interested person transactions:
(i) the CFO will maintain a register of all transactions carried out with the Interested Persons (and
the basis, including the quotations obtained to support such basis, on which these transactions
are entered into), whether mandated or non-mandated;
(ii) on a quarterly basis, the CFO will submit a report to the Audit Committee of all recorded
interested person transactions, and the basis of such transactions, entered into by the Group;
(iii) the Company’s internal auditor shall review, on a quarterly basis, all Mandated Transactions
entered into pursuant to the Shareholders’ Mandate to ensure that the relevant approvals have
been obtained and the review procedures in respect of such transactions had been adhered to.
The internal auditor shall report directly to the Audit Committee; and
(iv) the Audit Committee shall review from time to time such internal controls and review
procedures for interested person transactions to determine if they are adequate and/or
commercially practicable in ensuring that the transactions between the Group and the
Interested Persons are conducted on normal commercial terms and not prejudicial to the
interests of the Company or minority Shareholders. In conjunction with such review, the Audit
Committee will also ascertain whether the established review procedures have been complied
with. Further, if during these periodic reviews by the Audit Committee, the Audit Committee
is of the view that the internal controls and review procedures for interested person transactions
are inappropriate or not sufficient to ensure that the interested person transactions will be on
normal commercial terms and not prejudicial to the interests of the Company and minority
Shareholders, the Audit Committee will (pursuant to Rule 920(1)(b)(iv) and (vii) of the Listing
Manual) revert to Shareholders for a fresh Shareholders’ Mandate based on new internal
controls and review procedures for transactions with the Interested Persons. All Mandated
Transactions shall be reviewed and approved by the Audit Committee prior to entry while a
fresh mandate is being sought from Shareholders.
For the purposes of the above review of the internal controls and review procedures, any of the
Directors or members of the Audit Committee who are not considered independent, will abstain from
participating in the Audit Committee’s review of the internal controls and review procedures.
The Board and the Audit Committee will have overall responsibility for determining the review
procedures, with the authority to delegate this responsibility to individuals or committees within the
Group as they deem appropriate.
4. Conclusion
In arriving at our opinion on whether the guidelines and review procedures for determining the
transaction prices and terms of the Mandated Transactions for purposes of the Shareholders’ Mandate, as
set out in the section “Interested Person Transactions and Conflicts of Interest” of the Prospectus, are
sufficient to ensure that the Mandated Transactions will be carried out on normal commercial terms and
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