ANNUAL REPORT 2024 MST GOLF GROUP BERHAD 227 (2) Ordinary Resolutions 1 & 2 - Re-election of Directors Datin Suryani Binti Ahmad Sarji and Ms. Alice Lee Chia Yee (“collectively referred as “Retiring Directors”) are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 32nd AGM. For the purpose of determining the eligibility of the Retiring Directors to stand for re-election at this 32nd AGM and in line with Practice 5.1 of the Malaysian Code on Corporate Governance, the Nomination Committee (“NC”) has reviewed and assessed each of the Retiring Directors from the annual assessment and evaluation of the Board, Board Committees, Independent Directors and individual Directors for the financial year ended 31 December 2024 (“FYE2024”). The NC had recommended for the Retiring Directors to be re-elected based on the following: (i) satisfactory performance and have met Board’s expectation in discharging their duties and responsibilities; (ii) met the fit and proper criteria in discharging their roles as Directors of the Company; (iii) level of independence demonstrated by the Independent Directors; and (iv) their ability to act in the best interest of the Company in decision-making. The Board had endorsed the recommendation of the NC on the above re-election. (3) Ordinary Resolution 3 - Directors’ fees and benefits payable (including allowances) The proposed Ordinary Resolution 3, if passed, will facilitate the payment of Directors’ fees for the period from 26 May 2025 until the conclusion of the next Annual General Meeting (“AGM”) of the Company to be held in 2026 (“Relevant Period”). Details of Directors’ fees for the period from 1 January 2024 to 31 December 2024 are disclosed in the Corporate Governance Report. The Directors’ fees and benefits are payable to Non-Executive Directors as members of the Board and Board Committees. The Directors’ fees and benefits payable (including allowances) payable to the Non-Executive Directors for the Relevant Period comprising the following: Board/Board Committees Fees per Non-Executive Director per month for the Relevant Period Chairman Members Board Nil RM4,250 (FYE2024: RM4,250) Audit Committee RM2,000 (FYE2024: RM3,500) RM1,000 (FYE2024: RM1,750) Governance, Risk and Sustainability Committee RM1,500 (FYE2024: NIL) RM750 (FYE2024: NIL) Nomination Committee RM750 (FYE2024: RM750) RM375 (FYE2024: RM375) Remuneration Committee RM750 (FYE2024: RM750) RM375 (FYE2024: RM375) Benefits payable Existing Meeting allowance (per attendance) 1. Board and General Meetings (i.e. AGM/EGM) (RM1,000 per attendance per Non-Executive Director) 2. Board Committees (RM500 per attendance per Non-Executive Director) Staff Purchase Staff discount will be given to purchases up to RM25,000 a year per Non-Executive Director Medical Benefits for each Director 1. Medical coverage (RM5,000 per annum limit) 2. Hospitalisation (RM80,000 per annum limit) Directors’ & Officers’ Liability insurance Limit of Liability RM10,000,000.00 in the aggregate
RkJQdWJsaXNoZXIy NDgzMzc=