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418

In reviewing compliance with the Exchange's policy on conflicts of interest, the sponsor should take into account:

(1) The parties involved in the conflict situation and their relationship to the listing applicant;
(2) The significance of the conflict in relation to the size and operations of the listing applicant and in relation to its potential influence on the interested person;
(3) Whether the parties who are involved in the conflict derive any special advantage from it; and
(4) Whether the conflict can be terminated, and if so, how soon and on what basis; or, if the conflict cannot be promptly terminated, whether:
(a) the arrangement is necessary and beneficial to the operations of the listing applicant;
(b) the terms of the arrangement are the same or better than those that can be obtained from third parties;
(c) the arrangement will be reviewed at regular intervals and approved by independent directors or shareholders;
(d) the listing applicant has or will have adequate internal procedures to ensure that the terms of the arrangement are fair and reasonable; and
(e) there is, or has been, adequate disclosure of the conflict, the parties to it, and the measures taken in respect of it in the offer document.