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ROUTEGET CORPORATE GOVERNANCE

Ensuring Absolute Arm's-Length Integrity in Related Party Transactions

Review Routeget’s formal governance policy on related party transactions, establishing rigorous materiality thresholds, independent Audit Committee pre-approvals, and arm’s-length commercial pricing.

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  • Arm's-Length Commercial Pricing
  • Independent Audit Committee Approval
  • Materiality Threshold Governance
  • Strict Conflict Recusal Protocols
  • Comprehensive Statutory Disclosures
STRATEGIC PERSPECTIVE

Corporate Mandate: Preventing Conflicts of Interest and Safeguarding Minority Shareholder Rights

Strategic Imperative: Routeget Technologies enforces an uncompromising policy on related party transactions, ensuring that every commercial agreement is executed strictly on arm’s-length terms that advance the corporate interest without bias.

Transactions between a corporate enterprise and its related entities—including key managerial personnel, major shareholders, directors, subsidiaries, or associated enterprises—carry inherent risks of conflicts of interest and potential erosion of minority shareholder value. Without strict governance and transparent oversight, related party transactions can undermine capital market credibility and violate statutory fiduciary duties.

Routeget Technologies operates under a comprehensive Policy on Materiality and Dealing with Related Party Transactions (RPT) engineered to ensure complete commercial fairness, transparency, and regulatory compliance. Our policy mandates that all transactions involving related parties must be conducted strictly on an ‘arm’s-length’ basis, under pricing and commercial terms no less favorable than those negotiated with unrelated commercial third parties.

Overseen by an independent Audit Committee, our framework establishes mandatory pre-approval protocols, rigorous materiality thresholds requiring shareholder voting, and complete recusal of interested directors from all deliberations. By institutionalizing absolute transparency, Routeget guarantees that corporate resources are deployed solely for the collective benefit of all shareholders.

CORE ARCHITECTURAL PILLARS

Core Architectural Tenets of Routeget's RPT Governance Policy

The four foundational legal and operational pillars ensuring commercial fairness, committee pre-approval, and transparent statutory disclosure.

Arm's-Length Principle

Arm's-Length Commercial Pricing & Valuation Benchmarking

Mandating that all related party transactions reflect prevailing market rates, competitive terms, and independent valuation benchmarks.

Pillar 01 Scope & Governance
Committee Pre-Approval

Mandatory Independent Audit Committee Pre-Approval

Requiring prior review and formal approval by independent directors before any related party transaction can be executed.

Pillar 02 Scope & Governance
Recusal & Voting

Strict Conflict Recusal & Shareholder Voting Thresholds

Enforcing mandatory recusal of interested directors and submitting material transactions for approval by disinterested shareholders.

Pillar 03 Scope & Governance
Statutory Transparency

Comprehensive Public Disclosures & Regulatory Reporting

Providing detailed itemization of all related party dealings in statutory filings, financial notes, and public investor portals.

Pillar 04 Scope & Governance
TECHNICAL SPECIFICATIONS & SLA COMMITMENTS

Detailed Architecture Specifications & Delivery Governance

Comprehensive functional requirements, implementation guardrails, and enterprise SLA obligations across all operating pillars.

Arm's-Length Commercial Pricing & Valuation Benchmarking — Detailed Specifications

  • Independent Valuation Certification: Independent chartered accountants or valuation specialists certify pricing fairness for significant contracts.
  • Competitive Third-Party Bidding: Transactions are benchmarked against competitive quotes obtained from independent third-party market vendors.
  • Standard Commercial Terms: Credit periods, warranties, and service level agreements must match standard industry practices without favoritism.
  • Documentation of Commercial Rationale: Documenting why the transaction serves the company's best commercial interests over other options.

Mandatory Independent Audit Committee Pre-Approval — Detailed Specifications

  • Omnibus Approval Protocols: Strict annual caps and criteria for repetitive, ordinary-course commercial transactions (such as shared facilities).
  • Detailed Transaction Scrutiny: Evaluating contract scope, pricing methodology, counterpart financial standing, and potential conflict risks.
  • Quarterly Omnibus Review: Audit Committee reviews quarterly reports detailing all transactions executed under omnibus approvals.
  • Prohibition of Post-Facto Ratification: Contracts executed without prior committee approval are deemed invalid and subject to immediate voiding.

Strict Conflict Recusal & Shareholder Voting Thresholds — Detailed Specifications

  • Mandatory Director Recusal: Any director having an interest in a proposed transaction must recuse themselves from discussion and voting.
  • Materiality Threshold Triggers: Transactions exceeding statutory percentage thresholds of annual turnover require formal shareholder approval.
  • Disinterested Shareholder Voting: Related parties and interested entities are legally barred from voting on shareholder resolutions approving RPTs.
  • Annual Materiality Review: Periodic review of materiality limits by the Board to align with evolving statutory corporate regulations.

Comprehensive Public Disclosures & Regulatory Reporting — Detailed Specifications

  • Audited Financial Statement Notes: Comprehensive disclosure in financial statements conforming to IFRS (IAS 24) and local accounting standards.
  • Biannual Stock Exchange Filings: Timely electronic submission of related party transaction registers to securities regulators.
  • Public IR Website Portal: Maintaining a public copy of the RPT policy and material disclosures on the official corporate website.
  • Register of Contracts Maintenance: Statutory secretarial maintenance of the official register of contracts in which directors are interested.
DELIVERY METHODOLOGY

Routeget XDRI™ RPT Evaluation & Approval Lifecycle

Our structured corporate governance lifecycle for identifying, evaluating, approving, executing, and disclosing related party contracts.

Phase 01

Phase 1: Related Party Identification & Contract Notice

Phase 02

Phase 2: Audit Committee Evaluation & Deliberation

Phase 03

Phase 3: Board & Shareholder Approval (If Material)

Phase 04

Phase 4: Contract Execution, Monitoring & Public Disclosure

QUANTIFIABLE IMPACT

Measurable Business Outcomes & Performance Metrics

Quantifiable operational enhancements achieved through disciplined architecture, automated governance, and cloud optimization.

Arm's-Length Compliance
0 %

All related party transactions verified against independent market pricing benchmarks

Prior Committee Approval
0 %

Zero post-facto contract ratifications; every transaction approved prior to commitment

Conflict Recusal Enforcement
0 %

Strict exclusion of interested directors from all committee and board discussions

Regulatory Inquiries
0 %

Flawless compliance record with corporate affairs and capital market regulators

EXECUTIVE FAQ

Frequently Asked Questions: Related Party Transactions Policy

Clear answers on definitions, omnibus approvals, valuation requirements, and shareholder voting rights.

A transaction is considered ‘arm’s-length’ if the contract terms, pricing, payment schedules, and performance obligations are substantially identical to those that would be agreed upon between two independent, unrelated commercial parties operating under normal market conditions. Routeget validates this by obtaining competitive third-party market quotes, reviewing standardized price lists, or commissioning independent valuation studies from certified appraisal firms.
The Audit Committee may grant omnibus pre-approval for routine, repetitive related party transactions that occur in the ordinary course of business (such as leasing shared corporate office facilities or ongoing software maintenance services). Omnibus approvals are valid for a maximum period of one year, must specify exact cumulative monetary limits and pricing formulas, and are reviewed quarterly by the committee to ensure limits are not exceeded.
No. Under Routeget’s governance policy and statutory corporate law, related parties and any interested entities are strictly barred from voting on shareholder resolutions concerning the approval of related party transactions. Approval can be granted only by the affirmative majority vote of disinterested minority shareholders, ensuring that commercial decisions are made without conflict.
Complete details of all related party transactions—including counterpart identities, relationship natures, contract values, and outstanding balances—are published annually in the Notes to the Financial Statements (under IFRS IAS 24) in the Routeget Annual Report. Additionally, biannual RPT disclosure schedules are submitted to stock exchanges and archived on our Investor Relations website.
ENTERPRISE TRANSFORMATION

Inquiries Regarding Corporate Governance and Secretarial Disclosures

Shareholders and regulatory compliance officers may contact Routeget’s Secretarial and Legal Department for specific inquiries regarding related party disclosures.

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