Annual Report 2022 197 ABOUT US LEADERSHIP PERSPECTIVE SUSTAINABILITY GOVERNANCE FINANCIAL STATEMENTS Other Information EXPLANATORY NOTES: A) To receive the Audited Financial Statements This Agenda is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act, 2016 does not require a formal approval of shareholders for the Audited Financial Statements. Hence, this item on the Agenda is not put forward for voting. B) Ordinary Resolutions 1 and 2 – Directors’ Fees and Benefits Payable To Non-Executive Directors Section 230(1) of the Companies Act, 2016, provides amongst others, that the fees of the Directors and any benefits payable to the Directors of the Company shall be approved at a general meeting. The proposed Ordinary Resolutions 1 and 2, if passed, will allow payment of Directors’ fees and benefits to NonExecutive Directors of the Company on a monthly basis and/or as and when incurred within the stipulated period. The proposed Directors’ benefits payable comprises of meeting allowance and other benefits. The estimated amount of Directors’ benefits payable is based on the size of the Board of Directors (“Board”) and Board Committees and the number of scheduled Board and Board Committees meetings for the period commencing from the day after the Fourteenth AGM until the next AGM of the Company. C) Ordinary Resolutions 3, 4, 5 and 6 – To re-elect Directors who retire in accordance with Clause 165 of the Constitution of the Company General Tun (Dr) Mohamed Hashim bin Mohd Ali, Dato’ Sri Sharifuddin bin Ab Ghani, Dato’ Wan Ibrahim bin Wan Ahmad and Cik Noor Suhaila binti Saad are standing for re-election as Directors of the Company in accordance with Clause 165 of the Constitution of the Company and being eligible, have offered themselves for re-election. The profile of the Directors standing for re-election are set out in the Directors’ profile section of the 2022 Annual Report. The Board through the Nomination and Remuneration Committee (“NRC”) has assessed the performance and time commitment of the Directors who are seeking for re-election at the Fourteenth AGM, taking into consideration the results of the evaluation on the effectiveness of the Board, Board Committees and Directors’ self-assessment; time commitment in discharging their roles and responsibilities, including attendance at Board or Board Committees meetings, briefings and site visitations; participation in continuing training programmes, contribution to the Board through their skills, knowledge, expertise and experience; and directorships in other public listed companies, public companies and corporations. The NRC also has undertaken annual assessment of independence of all the Independent Non-Executive Directors, including General Tun (Dr) Mohamed Hashim bin Mohd Ali, Dato’ Sri Sharifuddin bin Ab Ghani, Dato’ Wan Ibrahim bin Wan Ahmad and Cik Noor Suhaila binti Saad. All the Independent Non-Executive Directors have provided confirmation in writing of their independence. The Board (save for the retiring Directors who had abstained from deliberation and voting) approved the NRC’s recommendation that the Directors who retire in accordance with Clause 165 of the Constitution of the Company are eligible to stand for re-election. D) Ordinary Resolution 7 – Re-appointment of Messrs. Crowe Malaysia PLT as Auditors of the Company The Audit Committee (“AC”) has assessed and evaluated the performance, suitability and competencies of Messrs. Crowe Malaysia PLT based on the guidelines and criterion as disclosed in the AC Report of the 2022 Annual Report. Notice of Fourteenth Annual General Meeting
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