MKH Annual Report 2017

Notice Of Thirty-Eighth Annual General Meeting 222 MKH Berhad • Annual Report 2017 Ordinary Resolutions 12 and 13 The Nomination Committee has assessed the independence of the following Directors, who have served as an Independent Non-Executive Director of the Company for a cumulative term of more than 9 years, and recommended them to continue to act as Independent Non-Executive Directors of the Company based on the following justifications:- Ordinary Resolution 12: Encik Jeffrey Bin Bosra i) He fulfilled the criteria under the definition of an Independent Director as stated in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), and thus, he would be able to function as check and balance, provide a broader view and brings an element of objectivity to the Board. ii) His vast experience in the auditing industry enabled him to provide the Board with proven experience and competency in advising the management and Board in term of significant accounting policies and practices that enhanced the Company’s risk management as he has good knowledge of the business of the Company, and is able to exercise independent and objective judgment without fear or favour. iii) He has contributed sufficient time and effort in his capacity as an Audit Committee Chairman, and has attended 4 out of 5 of the meetings of the Board and Board Committees which he sits on for informed and balanced decision making. Ordinary Resolution 13: Encik Mohammed Chudi Bin Haji Ghazali i) He fulfilled the criteria under the definition of an Independent Director as stated in the Main Market Listing Requirements of Bursa Securities, and thus, he would be able to function as check and balance, provide a broader view and brings an element of objectivity to the Board. ii) His vast experience in the banking industry enabled him to provide the Board with a diverse set of experience, expertise and independent judgment. iii) He has performed his duty diligently and in the best interest of the Company and provides a broader view, independent and balanced assessment of proposals from the management. iv) He has attended all the meetings of the Board and Board Committees (i.e. devoted sufficient time and attention) which he sits on, and has participated actively in the Board and Board Committees deliberations.