“Bursa Securities” means Bursa Malaysia Securities Berhad
“Business” means the business of the Company and all its subsidiaries
“MD” means the Managing Director of the Company
“Chairman” means the Chairman of the Board and is used in a gender-neutral sense
“Charter” means the Board Charter of PMHB
“Code” means the Malaysian Code on Corporate Governance 2012
“Company” or “PMHB” means Pesona Metro Holdings Berhad
“Company Secretary” means the secretary(ies) or the person (s) normally exercising the
functions of a Company Secretary under Section 139 of the Companies Act, 1965
“Independent Director” is defined in accordance with Paragraph 1.01 and Practice Note 13 of the Bursa Securities Main Market Listing Requirements. An Independent Director is one who is independent of Management and free from any business or other relationship, which could interfere with the exercise of independent judgement or the ability to act in the best interest of the Company.
Without limiting the generality of the foregoing, an Independent Director is one who:
is not an Executive Director of the Company or any related corporation of the Company or PMHB;
is not a family member of any Executive Director, officer or major shareholder of the Company or any related corporation of the Company or PMHB. For this purpose, “family member”
means the spouse, parent, brother (and his spouse), sister (and her spouse), child, adopted child or step child (including their respective spouses);
has not been within the last 2 years and is not an officer (except as a Non-Executive Director) of the Company or any other related corporation of the Company or PMHB. For this purpose,
“officer” has the meaning given in Section 4 of the Companies Act, 1965;
is not a major shareholder of the Company or any related corporation of the Company or PMHB ;
is not acting as a nominee or representative of any Executive Director or major shareholder of the Company or any related corporation of the Company;
has not been engaged as an adviser by the Company or any related corporation of the Company under such circumstances as prescribed by Bursa Securities or is not presently a partner,
Director (except as an Independent Director) or major shareholder, as the case may be, of a firm or corporation which provides professional advisory services to the Company
or any related corporation of the Company under such circumstances as prescribed by Bursa Securities; or
has not engaged in any transaction with the Company or any related corporation of the Company or PMHB under such circumstances as prescribed by Bursa Securities or is not presently a partner, Director or major shareholder, as the case may be,
of a firm or corporation which has engaged in any transaction with the Company or any related corporation of the Company under such circumstances as prescribed by Bursa Securities.
In respect of paragraph (e) above, a nominee means a person who has been designated to act for another in his or her place. It denotes a person who is accustomed,
or is under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of another person.
“Listing Requirements” means Bursa Securities Main Market Listing Requirements
“Management” means the management personnel of the Company
“MCCG 2012” means the Malaysian Code on Corporate Governance 2012
