ENRA Group Berhad | Annual Report 2022 183 NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY NOTES ON ORDINARY BUSINESS: 1. Audited Financial Statements Agenda item no. 1 is meant for discussion only pursuant to Section 340(1)(a) of the Companies Act, 2016 and will not be put forward for voting. 2. Re-election of Directors who retire pursuant to Articles 18.3 and 18.2 of the Constitution of the Company Article 18.3 provides that at least one-third (1/3) of the Directors for the time being, shall retire from office and be eligible for re-election. Datuk Ali Bin Abdul Kadir and Dato’ Wee Yiaw Hin being eligible, have offered themselves for re-election at this AGM. Article 18.2 provides that a Director appointed by the Board shall hold office only until the next following annual general meeting and shall be eligible for re-election. Tunku Afwida Binti Tunku Abdul Malek has offered herself for re-election at this AGM. For the purpose of determining the eligibility of Directors standing for re-election at this AGM, all Directors with the exception of Tunku Afwida Binti Tunku Abdul Malek who was newly appointed on 8 March 2022, had undergone a board effective evaluation to assess the performance and contribution of each individual Director, taking into consideration among others, competencies, fit and proper, time commitment, calibre and personality, as well as the level of independence demonstrated by the Independent Directors. Based on the overall results of the evaluation, the individual Directors met the performance criteria required of an effective Board. Given the relative recency of Tunku Afwida Binti Tunku Abdul Malek tenure as Director, a comprehensive performance evaluation of her as Director will only be carried out in the financial year 2023. The Board recommends the re-election of all retiring Directors. The retiring Directors had abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant Board meeting. 3. Non-Executive Directors’ (“NEDs”) Remuneration (a) At the 29th AGM of the Company held on 22 October 2021, the shareholders had approved the payment of Directors’ fees and benefits (meeting allowance) to the NEDs up to RM500,000 for the period from the conclusion of the 29th AGM until the conclusion of the 30th AGM. Total amount of the Directors’ fees and benefits (meeting allowance) utilised for the said period (12 months) based on the remuneration policy for NEDs was RM437,000, which was about 87.4% of the approved amount. (b) Ordinary Resolution No. 4 is to seek shareholders’ approval for the Directors’ fees and benefits payable to the NEDs for the period commencing from the conclusion of this AGM until the next Annual General Meeting of the Company. The amount proposed is computed based on the approved remuneration policy for NEDs, the anticipated number of meetings and the assumption that all NEDs will remain in office until the 31st AGM with full attendance at the relevant meetings. The fees and meeting allowances will be paid to the NEDs upon completion of service on a quarterly basis. Any NEDs who are shareholders of the Company will abstain from voting on Ordinary Resolution No. 4 at the 30th AGM. Details of the Directors’ fees and benefits paid to the NEDs for the financial year ended 31 March 2022 are published in the Corporate Governance Report which is available on the Company’s corporate website at www. enra.my. 4. Re-appointment of Auditors The Audit and Risk Management Committee (“ARMC”) was satisfied that, based on the annual assessment conducted, Messrs BDO PLT meets the criteria as prescribed under Paragraph 15.21 of the Main Market Listing Requirements. The Board at its meeting held on 23 June 2022 agreed with the recommendation from the ARMC for shareholders’ approval to be sought at the 30th AGM on the re-appointment of Messrs BDO PLT as external auditors of the Company for the financial year ending 31 March 2023.
RkJQdWJsaXNoZXIy NDgzMzc=