DESCRIPTION Approved at the 10th AGM held on 17 June 2021 Approval sought at 11th AGM Benefits-in-kind CHAIRMAN NEDS CHAIRMAN NEDS Company car 1 unit, 2,000 cc with RM180,000 per annum for car utility - 1 unit, 2,000 cc with RM180,000 per annum for car utility - Driver allowance or Security allowance RM2,500 per month - RM2,500 per month - Group insurance Provided Provided Provided Provided Medical coverage Provided Provided Provided Provided Mobile phone bill Reimbursement for a fixed plan - Reimbursement for a fixed plan - 4.2 The Company is seeking Shareholders’ approval on the benefits payable to the Non-Executive Chairman and Non-Executive Directors for the Relevant Period based on the proposed benefits (excluding Directors’ fees) set out above. 4.3 Payment of the benefits payable will be made by the Company on a monthly basis and/or as and when incurred based on the proposed benefits set out above effective from 8 June 2022, if the proposed Ordinary Resolution 2 is passed at the 11th AGM. 4.4 The Board is of the view that it is just and equitable for the Directors to be paid benefits payable on a monthly basis and/or as and when incurred, particularly after they have discharged their responsibilities and rendered their services to the Company and its subsidiaries throughout the Relevant Period. Explanatory Note 5: Resolutions 3 and 4: Re-election of Directors who retire by rotation in accordance with Clause 99 of the Company’s Constitution 5.1 Clause 99 of the Company’s Constitution states that at every AGM, at least one-third (1/3) of the Directors for the time being shall retire from office. In addition, all Directors shall be eligible for re-election. 5.2 For the purpose of determining the eligibility of the Directors to stand for re-election at the 11th AGM, the NRC has conducted an assessment on each of the retiring Directors in line with Practice 5.1 of the Malaysian Code on Corporate Governance 2021. Apart from the quantitative analysis of the Director’s performance, the NRC also considered the other elements, among others, the following: (a) The Individual Director assessment as part of the Board Effectiveness Assessment 2021 (BEA 2021) carried out internally which focuses more on soft governance aspects of the Director (individual contribution, communication with members, their decision making and traits); and (b) Special skills and knowledge an individual Director brings to the organisation. SUSTAINABILITY JOURNEY HOWWE ARE GOVERNED FINANCIAL STATEMENTS ADDITIONAL INFORMATION 385
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