The retiring Directors had abstained from deliberation and decision on their own eligibility to stand for re-election at the relevant NRC and Board meetings, where applicable. (iii) Directors’ fees and benefits payable to Non-Executive Directors The Company had, during its Fifty-First Annual General Meeting (“51st AGM”) held on 2 December 2021, obtained shareholders’ approval in relation to the Directors’ fees and benefits payable to the Non-Executive Directors of the Company and its subsidiaries for the period from 3 December 2021 until the 52nd AGM of the Company. The proposed Ordinary Resolution 7, if passed, will give authority to the Company and its subsidiaries to pay Directors’ fees and benefits to our Non-Executive Directors, on a monthly basis and after each month of completed service of our Non-Executive Directors. The benefits payable to the Non-Executive Directors comprise allowances and other emolument payable to the Chairman and members of the Board, Board of subsidiaries, Board Committees and such other committees as may be established by the Board. The payment of Directors’ fees and benefits to the Non-Executive Directors of the Company and its subsidiaries are based on among others, the following rates maintained as per the 51st AGM: Description The Company Chairman Non-Executive Directors Monthly Directors’ Fee (a) Board RM18,000.00 RM12,000.00 (b) Audit Committee RM6,000.00 RM3,000.00 (c) Other Committees RM1,000.00 RM800.00 Meeting Allowances (a) Board RM2,250.00 RM2,250.00 (b) Board Committees RM1,500.00 RM1,500.00 Benefits Medical and hospitalisation Description Company’s subsidiary Chairman Non-Executive Directors Directors’ Fee (a) Dagang Net Technologies Sdn. Bhd. RM48,000.00 per annum RM24,000.00 per annum (b) SilTerra Malaysia Sdn. Bhd. RM72,000.00 per annum RM54,000.00 per annum (c) PING Petroleum Limited USD30,000.00 per annum USD20,000.00 per annum (d) Innovation Associates Consulting Sdn. Bhd. RM60,000.00 per annum RM60,000.00 per annum The rapid growth of the Company has resulted in greater responsibilities, risk and time taken by the Non-Executive Directors to contribute their expertise to the Company. The Board is of the view that the proposed payment of Directors’ fees and benefits to the Non-Executive Directors commensurate with the level of responsibility and accountability of the Non-Executive Directors and the amount of time that they are expected to devote in discharging their roles. In determining the estimated total amount of Directors’ fees and benefits for the Non-Executive Directors, the Board has considered various factors including the number of scheduled and special meetings for the Board, Board Committees and Boards of the Company’s subsidiaries and the number of Non-Executive Directors involved in these meetings based on the current number of Non-Executive Directors as well as inclusion of provisional sum as a contingency for future appointment of Non-Executive Directors on the Boards of the Company’s subsidiaries and increase in the number of Board and Board Committees meetings. 325 DNeX INTEGRATED REPORT 2022
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