Definition of "independent director"
Mr X is an executive director of A Bhd, a listed issuer and is proposed to be appointed as an independent director of B Bhd, another listed issuer. A Bhd is a telecommunications corporation and provides telecommunications services to B Bhd, the amount of which exceeds the said Threshold. Mr X, being the executive director of A Bhd, is directly involved in the transactions entered into with B Bhd. Would paragraph (g) of the said definition preclude Mr X from acting as an independent director of listed issuer B Bhd?
Mr X would not be disqualified from being an independent director of B Bhd pursuant to paragraph (g) of the said definition and paragraph 5.2(c)(i) of Practice Note 13 provided that the services rendered by A Bhd are based on a non-negotiable fixed price or rate, which is published or publicly quoted, and the material terms including the prices or charges are applied consistently to all customers or classes of customers.