Section 3
Application
of Companies (Corporate Governance) (Public Companies) Rules, 2016
These Rules apply to every public company incorporated and registered in
Brunei Darussalam, irrespective of the place or places where the business of such company may be carried on.
Independence from management and business relationships 4.
(1)
In these Rules, a director shall be considered to be independent from management and business relationships with a public company if -
(a)
the director has no management relationship with the company or any of its subsidiaries; and
(b)
the director has no business relationship with the company or any of its subsidiaries, or with any officer of the company, that could interfere, or be reasonably regarded as interfering, with the exercise of the independent business judgment of the director with regard to the interests of the company.
(2)
Without prejudice to subrule (l)(a), a director shall not be considered to be independent from management relationships with a public company or any of its subsidiaries if -
(a)
he is employed by the company or any of its subsidiaries, or has been so employed at any time during the current financial year or any of the preceding 3 financial years of the company or any of its subsidiaries;
(b)
any member of his immediate family -
(i)
is employed by the company or any of its subsidiaries as an executive officer whose compensation .is. determined by the company or any of its subsidiaries; or
(ii)
has been so employed at any time during the current financial year or any of the preceding 3 financial years of the company or any of its subsidiaries; or
(c)
he is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the management of the company or any of its subsidiaries.
.
(3)
Without prejudice to subrule (l)(b), a director shall not be considered to be independent from business relationships with a public company or any of its subsidiaries if -
(a)
he is a director, a substantial shareholder or an executive officer of any corporation, or a partner of a firm or a limited liability partnership or a sole proprietor, where such corporation, firm, limited liability partnership or sole proprietor carries on business for purposes of profit to which the company or any of its subsidiaries has made, or from which the company or any of its subsidiaries has received, payments in the current or immediately preceding financial year; or
(b)
he is receiving or has received any compensation from the company or from any of the subsidiaries of the company, other than compensation received for his services as a director or as an employee, at any time during the current or immediately preceding financial year of the company.