5.3 Based on the Individual Director assessment results of the BEA 2021 and the Directors’ contribution to the Board, the NRC determined that each of the Director has met the performance criteria required of an effective and high performance Board and has the ability to continuously discharging their duties diligently as Directors of the Company. 5.4 The Independent Non-Executive Directors concerned have also provided their annual declaration/confirmation of independence in January 2022. 5.5 Based on the above, the Board approved that the Directors who retire by rotation in accordance with Clause 99 of the Company’s Constitution namely, Dato’ Muthanna Abdullah and Choy Khai Choon are eligible to stand for re-election. Both retiring Directors had abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant Board and Board Committee meetings. 5.6 The independence of Dato’ Muthanna Abdullah and Choy Khai Choon who have served as Independent Non-Executive Director of the Company have been assessed by the NRC. Both Dato’ Muthanna Abdullah and Choy Khai Choon satisfy the criteria of an Independent Director as defined under Listing Requirements, which include being independent of management, free from any business or other relationship which could interfere with the exercise of independent judgement, objectivity or the ability to act in the best interests of the Company, and also being independent of its major shareholders. Based on the NRC assessment, the Board affirmed Dato’ Muthanna Abdullah and Choy Khai Choon to continue to act as Independent Non-Executive Director of the Company. Dato’ Muthanna Abdullah and Choy Khai Choon has not exceeded the nine (9) years tenure as Independent Director. Explanatory Note 6: Resolutions 5 and 6: Re-election of Directors who retire in accordance with Clause 105 of the Company’s Constitution 6.1 Clause 105 of the Company’s Constitution stipulates at any time and from time to time, the Director shall have power to appoint any person to be a Director either to fill a casual vacancy or as an additional Director by way of ordinary resolution. Any Director so appointed shall hold office only until the next AGM and shall then be eligible for re-election. 6.2 Nik Fazila Nik Mohamed Shihabuddin and Azman Ahmad, whom were appointed during the financial year and before the 11th AGM, have successfully completed the Mandatory Accreditation Programmes pursuant to the provision of the Listing Requirements. Explanatory Note 7: Resolution 7: Re-appointment of Auditors 7.1 The present auditors, Messrs. PricewaterhouseCoopers PLT (PwC), has indicated their willingness to continue their services for another year. The Audit, Governance and Risk Committee (AGRC) and the Board have considered the re-appointment of PwC as auditors of the Company and have collectively agreed that PwC has met the relevant criteria prescribed by Paragraph 15.21 of the Listing Requirements. 7.2 The Board at its meeting held on 21 March 2022 approved the AGRC’s recommendation for the Shareholders’ approval to be sought at the 11th AGM on the re-appointment of PwC as external auditors of the Company for the financial year ending 2022, under Resolution 7 in accordance with Section 340(1)(c) and Section 274(1)(a) of the Companies Act, 2016. NOTICE OF ANNUAL GENERAL MEETING WHO WE ARE STATEMENT & DISCUSSION BY OUR LEADERS HOWWE OPERATE MSM Malaysia Holdings Berhad ANNUAL INTEGRATED REPORT 2021 386
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