INTERNAL CONTROL PROCEDURES. As a public entity, REIT is required to comply with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as may be amended from time to time (“Section 404”). Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article III and Section 8.4 hereof), if the Business Manager shall determine that, to provide services to and for the benefit of the Business Manager and REIT, Service Provider must comply with the requirements of Section 404, then the Business Manager and Service Provider shall develop and implement an internal control plan or other processes and procedures (or amend and revise any existing internal control plan, processes and procedures) to comply with the requirements (collectively, the “Internal Control Plan”). Once developed and implemented, Service Provider shall use its reasonable best efforts to have its internal controls comply in all respects with the requirements of Section 404. The cost and expense of development and initial implementation of any Internal Control Plan shall be borne by all clients of Service Provider that require Service Provider to comply with Section 404. Upon determination that an Internal Control Plan must be developed and implemented, Service Provider, the Business Manager and all other clients of Service Provider requiring Service Provider to comply with Section 404 shall, in good faith, negotiate an equitable allocation of the costs and expenses of the development and implementation of the Internal Control Plan between and among the parties. The foregoing provisions regarding payment and allocation of the costs and expenses of development and implementation of any Internal Control Plan shall not apply to any Internal Control Plan developed and implemented, or in the process of being developed and implemented, on or prior to the date of this Agreement.
INTERNAL CONTROL PROCEDURES. In addition to the strict pricing terms set out in the paragraph “Pricing” above, to ensure that the terms of transactions with the Retailer are fair and reasonable and no less favourable to the Group than those available to/from independent third parties, the Group has the following internal control procedures in place under which:
INTERNAL CONTROL PROCEDURES. In addition to the annual review by the auditors and independent non-executive Directors pursuant to the requirements of Chapter 14A of the Listing Rules, as part of the Group’ s internal controls systems to ensure that the transactions between the Group and its connected persons are conducted in accordance with the pricing policy under the Framework Agreements (as supplemented by the Supplemental Framework Agreements), the Company will implement the following internal control arrangements:
INTERNAL CONTROL PROCEDURES. The Company has adopted the following internal control measures to ensure that the Continuing Connected Transactions are in accordance with the pricing policies and the terms of the Production Water Supply Agreement, and in compliance with the Listing Rules:
(i) the finance department of the Company shall obtain and monitor all the quotations and/or pricing records as reference price of the Continuing Connected Transactions to ensure the prices of production water supplied by the Parent Company to Huineng Thermal Power are no less favourable to the Group than the prices at which such water is supplied by other independent third parties to the Group;
(ii) the finance department of the Company shall monitor and ensure that the Continuing Connected Transactions are conducted in accordance with the terms of the Production Water Supply Agreement and the Annual Caps are not exceeded;
(iii) the Board will continue to periodically review the Company’s internal control systems and their effectiveness; and
(iv) the independent non-executive Directors shall, and the Company shall engage its external auditors to, conduct annual review of the Continuing Connected Transactions and the Annual Caps in accordance with the requirements of the Listing Rules.
INTERNAL CONTROL PROCEDURES. To secure the Shareholders’ interests, Shandong Finance has given certain undertakings under the New Financial Services Agreement and the Company has adopted certain internal control procedures, pursuant to which:
1. Shandong Finance shall ensure that it is in strict compliance with the requirements of the relevant PRC financial laws and regulations;
2. the monthly report or financial statements of Shandong Finance for each month will be provided to the Group;
3. the Company shall regularly review and obtain the relevant documents such as account books, financial statements and audit reports of Shandong Finance in order to assess the business of Shandong Finance and its financial risk and position; and
4. the Company shall be notified within two business days upon the occurrence of circumstances that may cause harm to the security of the Group’s deposits or on the occurrence of any other circumstances that may jeopardise the security of the Group’s deposits. In the event that the relevant risks cannot be eliminated, the Company shall take relevant actions to withdraw all deposits. The Board considers that the above undertakings given by Shandong Finance and internal control procedures adopted by the Company in respect of the transactions under the New Financial Services Agreement are appropriate and that they will give sufficient assurance to the Shareholders that the transactions under the New Financial Services Agreement will be appropriately monitored by the Company.
INTERNAL CONTROL PROCEDURES. Process for Approval and Monitoring of Individual Transactions.
INTERNAL CONTROL PROCEDURES. The Company has adopted the following internal control procedures to supervise the continuing connected transactions contemplated under the Agreements:
(i) The Group will periodically collect market information from connected persons and Independent Third Parties and maintain such information under its internal database. Before each continuing connected transaction is to be carried out, the Group will compare the terms offered by the relevant connected person with the market data in its internal database to ensure the overall terms offered by such connected person are on normal commercial terms and no less favourable to the Group than those offered by Independent Third Parties.
(ii) The finance department of the Group will maintain a database to record and monitor the aggregate transaction amounts under the continuing connected transactions from time to time and prepare a monthly report on the status of the aggregate transaction amounts which will be submitted to the finance director of the Group for review.
(iii) Before conducting any transactions with connected persons, the finance department would confirm the utilisation status of the annual caps to ensure that the Group still has sufficient room under the annual caps for carrying out the relevant continuing connected transactions. The finance department would on a regular basis review the continuing connected transactions carried out during the period under review to assess (i) whether the continuing connected transactions of the Group have been carried out in accordance with the terms of the relevant agreement and the Company’s pricing policy; and (ii) the transaction amount during the month under review, the aggregate amount of transactions conducted during the relevant financial year and whether the relevant annual caps have been exceeded. If it is anticipated that the annual caps may be exceeded if the Company is to carry out the proposed transactions, the Company would take all appropriate steps in advance to comply with the relevant requirements under the Listing Rules including but not limited to revising the relevant annual caps before entering into the proposed transactions.
(iv) Every time before conducting any continuing connected transactions, the relevant department of the Group would first prepare the relevant individual agreement for the continuing connected transactions and submit it to the internal control unit and legal department of the Group for review and approval. The internal con...
INTERNAL CONTROL PROCEDURES. The Company has adopted the following internal control measures to ensure that the Continuing Connected Transactions are in accordance with the pricing policies and the terms of the Industrial Waste Service Agreement and the Production Water Supply Agreement, and in compliance with the Listing Rules:
(i) the finance department of the Company shall obtain and monitor all the quotations and/or pricing records as reference price of the Industrial Waste Service Agreement and the Production Water Supply Agreement to ensure that the prices of industrial waste collection, transport, storage and disposal services offered by Beihai Solid Waste to the Group are not higher than the prices offered by other independent third parties in the PRC to the Group for providing the same or comparable types of services, and to ensure that the prices of production water supplied by Xxxxxxx Xxxxxxxx Group to Shandong Hongqiao are not higher than the prices at which such water is supplied by other independent third parties in Zouping City and Weiqiao Town to the Group;
(ii) the finance department of the Company shall monitor and ensure that the Continuing Connected Transactions are conducted in accordance with the terms of the relevant agreements and the annual caps for the Continuing Connected Transactions are not exceeded;
(iii) the Board will continue to periodically review the Company’s internal control systems and their effectiveness; and
(iv) the independent non-executive Directors shall, and the Company shall engage its external auditors to, conduct annual review of the Continuing Connected Transactions and the annual caps for the Continuing Connected Transactions in accordance with the requirements of the Listing Rules.
INTERNAL CONTROL PROCEDURES. The Company has extended existing internal controls applicable to the use of certain spreadsheets to spreadsheets used in the preparation of pro forma financial information for acquired companies and portfolios in order to address the material weakness identified by the Company and described in the Prospectus and such internal controls were in existence for certain spreadsheets and determined to be effective with respect to the use of such spreadsheets upon the completion of the Company’s most recent annual audit.
INTERNAL CONTROL PROCEDURES. The User shall adopt and implement internal control procedures (consistent with the Operating Procedures and ETF Operating Procedures), reasonably designed to (i) accurately identify Orders as to the date and time of receipt; (ii) prevent any Order from being transmitted to MATC if that Order was generated, in part or in whole, from instructions received by the User from its Customers after the applicable Close of Trading; (iii) prevent Late Orders from being transmitted with Orders received before the applicable Close of Trading on any Day; (iv) minimize errors that could result in the late transmission of Orders on any Day; and (v) prevent any override or alteration of time of receipt of Orders. The User shall provide MATC with a copy of these control procedures upon MATC’s reasonable request. Throughout the term of this Agreement, the User shall monitor such control procedures to ensure their continued adequacy, and shall notify MATC immediately upon becoming aware of any inadequacy in such controls. In this regard, the User shall conduct, or shall cause an independent third party to conduct, an annual review of the User’s internal control procedures, and shall document such review by written report. Such report shall be made available to MATC upon request, subject to the execution of a nondisclosure agreement; the User understands and acknowledges that MATC may forward such reports to the Participating Funds after obtaining the written permission of User, which shall not be unreasonably withheld.
