277 OTHER INFORMAT ION Sect ion 06 Annual Report 2022 EXPLANATORY NOTES 1. The Audited Financial Statements for the financial year ended 31 December 2022 The Audited Financial Statements under Agenda 1 are laid in accordance with Section 340(1) of the Companies Act 2016 for discussion only. They do not require the approval of the members and hence, this agenda will not be put forward for voting. 2. Ordinary Resolutions 1, 2 and 3 – Re-election of directors under Clause 111 of the Company’s Constitution The Board via the Nominating and Remuneration Committee has reviewed and assessed the retiring directors’ performance through the board annual assessment conducted for the financial year ended 31 December 2022 as well as their fitness and propriety in accordance with the Company’s Directors’ Fit and Proper Policy. Through these assessments, the Board was satisfied with the performance, contribution and effectiveness of the retiring directors and their compliance with the fitness and propriety criteria. The Board recommends the retiring directors be re-elected as directors of the Company. The retiring directors have abstained from deliberations and decisions on their own eligibility and suitability to stand for re-election at the relevant Board and Board Committee meetings. These retiring directors’ profiles are set out in the Profile of Directors section in the Governance section of the Annual Report 2022. 3. Ordinary Resolution 4 – Payment of Directors’ Fees and Benefits (“Remuneration”) to the Non-Executive Directors Pursuant to Section 230(1) of the Companies Act 2016, fees and benefits (“Remuneration”) payable to the Directors of the Company are required to be approved by the shareholders at a general meeting. The Remuneration comprises fees, other benefits-in-kind, and meeting allowance payable to the Chairman and members of the Board, and the Chairman and members of Board Committees. At the 8th AGM held on 2 June 2022, the shareholders had approved the payment of Remuneration for (i) the period commencing from 3 June 2022 (for Malaysian Non-Executive Directors (“NED”)) and (ii) from 15 April 2022 (for International NED); up till the AGM of the Company in 2023 in accordance with the Remuneration structure for the Malaysian and International NEDs respectively. Shareholders’ approval is sought for the payment of Remuneration to the NEDs from the conclusion of this AGM and up till the next AGM of the Company in 2024 in accordance with the prevailing Remuneration structure set out in Table A below as approved at the previous AGMs of the Company. Table A: Remuneration Structure for NEDs of the Company:- NED Fees per annum Per Director Meeting Allowance (per meeting) Chairman RM300,000 RM2,500 Chairman’s BIK RM50,000 - Director Malaysian - RM150,000 RM2,000 International - USD100,000 (inclusive of fee for sitting in board committees and meeting allowance) - Chairman of Audit Committee RM40,000 RM2,000 Member of Audit Committee RM20,000 RM1,500 Chairman of Other Committee RM30,000 RM2,000 Member of Other Committee RM20,000 RM1,500 There is no revision to the proposed fee. Any NED of the Company who is also a shareholder of the Company is to abstain from voting on Ordinary Resolution 4 where applicable, concerning Remuneration payable to the NED at this AGM. NOT I CE OF ANNUAL GENERAL MEET ING
RkJQdWJsaXNoZXIy ODQxNzg=