162 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 EXPLANATORY NOTES TO THE AGENDA (i) Item 1 of the Agenda Audited Financial Statements for the financial year ended 31 December 2022 This item is meant for discussion only. The provision of Sections 248(2) and 340(1)(a) of the Companies Act 2016 require that the audited financial statements and the Reports of the Directors and Auditors thereon be laid before the Company at its AGM. As such, this Agenda item is not a business which requires a motion to be put forward to vote by shareholders. (ii) Ordinary Resolutions 1 to 3 Re-election of Directors The following Directors of the Company are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 29th AGM:- (1) Dato’ Chan Choy Lin (2) Richard Henry Phillips (3) Mohamed Rashdi Bin Mohamed Ghazalli Dato’ Chan Choy Lin is the Independent Non-Executive Director of the Company. She has no conflict of interest with the Company and has no family relationship with any Director and/or major shareholder of the Company. Richard Henry Phillips is the Non-Independent Non-Executive Director of the Company. He has no conflict of interest with the Company and has no family relationship with any Director and/or major shareholder of the Company. Mohamed Rashdi Bin Mohamed Ghazalli is the Independent Non-Executive Chairman of the Company. He has no conflict of interest with the Company and has no family relationship with any Director and/or major shareholder of the Company. The Board had, through the Nomination and Remuneration Committee, carried out the necessary assessment on the aforesaid Directors and concluded that they met the criteria as prescribed under Paragraph 2.20A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad on character, experience, integrity, competence and time commitment to effectively discharge their roles as Directors. The aforesaid Directors have met the fit and proper criteria pursuant to the Directors’ Fit and Proper Policy adopted and devoted sufficient time to carry out their responsibilities throughout their tenure. They also possess relevant qualification, knowledge and experience which complement the current Board’s competencies. Based on the above, the Board is supportive of the re-election of the aforesaid retiring Directors. (iii) Ordinary Resolution 4 Payment of Directors’ fees amounting to RM415,200.00 for the period from 31 May 2023 until the next AGM of the Company The proposed Ordinary Resolution 4, if passed, will facilitate the payment of Directors’ fees to all existing Independent NonExecutive Directors of the Company from 31 May 2023 until the next AGM of the Company. In the event the Company appoints additional Independent Non-Executive Directors, approval on additional Directors’ fees will be sought at the next AGM. (iv) Ordinary Resolution 5 Payment of Directors’ benefits of up to an aggregate amount of RM182,970.00 for the period from 31 May 2023 until the next AGM of the Company Directors’ benefits are meeting allowance payable to all Independent Non-Executive Directors and in determining the estimated amount, the Board has considered various factors including the current board size and number of scheduled meetings for the Board and Board Committee for the period from the date of the forthcoming AGM until the next AGM as well as the number of Independent Directors involved in the meeting. In the event the proposed amount is insufficient (due to more meetings/ enlarged board size), approval will be sought at the next AGM for the shortfall. (v) Ordinary Resolution 6 Re-appointment of Auditors The Board had, through the Audit and Risk Committee, considered the re-appointment of BDO PLT as the Auditors of the Company. The factors considered by the Audit and Risk Committee in making the recommendation to the Board to table their re-appointment at the 29th AGM are disclosed in the Audit and Risk Committee Report of the Annual Report 2022. NOTICE OF TWENTY-NINTH ANNUAL GENERAL MEETING CONT’D
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