MKH Annual Report 2018

6. Explanatory Statement Pertaining To Special Business (Cont’d) Ordinary Resolution 9: Encik Je rey bin Bosra i) He fulfilled the criteria under the definition of an Independent Director as stated in the MMLR 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 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 su cient time and e ort in his capacity as an Audit Committee Chairman, and has attended all the meetings of the Board and Board Committees which he sits on for informed and balanced decision making. Ordinary Resolution 10: Haji Mohammed Chudi bin Haji Ghazali i) He fulfilled the criteria under the definition of an Independent Director as stated in the MMLR 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 contributed su cient time and e ort in his capacity as Senior Independent Non-Executive Director, and has attended 4 out of 5 of the meetings of the Board and Audit Committee which he sits on, and has participated actively in the Board and Board Committees deliberations. 7. Special Resolution: Proposed Adoption Of The New Constitution Of the Company The Special Resolution, if passed, will bring the Constitution of the Company in line with the Companies Act 2016, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, prevailing laws, guidelines or requirements of the relevant authorities as set out in the Statement/Circular to Shareholders dated 29 January 2019. 220 MKH Berhad Annual Report 2018 NOTICE OF THIRTY-NINTH ANNUAL GENERAL MEETING