Integrated Annual Report 2024 SECTION 7 • ADDITIONAL INFORMATION 349 EXPLANATORY NOTES 1. Agenda Item 1 – Audited Financial Statements for the financial year ended 31 December 2024 Agenda item 1 is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act 2016 (“the Act”) does not require a formal approval from the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting. 2. Ordinary Resolutions 1 and 2 – Payment of Directors’ Fees and Benefits to Non-Executive Directors Section 230(1) of the Act provides amongst others, that the Directors’ fees and any benefits payable to the directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board agreed that the shareholders’ approval shall be sought at this Ninth Annual General Meeting (“9th AGM”) on the Directors’ remuneration in two (2) separate resolutions as below: - Ordinary Resolution 1 on payment of Directors’ fees to the Non-Executive Directors for the financial year ending 31 December 2025. - Ordinary Resolution 2 on payment of Directors’ benefits to the Non-Executive Directors for the period from 26 June 2025 until the conclusion of the next AGM of the Company. Directors’ Fees To ensure that the current remuneration for the members of the Board and Board Committees of the Company remains competitive and appropriate to attract, retain and motivate individuals with strong credentials and high calibre to serve on the Board of the Company, an external consultant was engaged in 2021 to undertake the benchmarking analysis and recommended the appropriate remuneration taking into account the demands, complexities and performance of the Company. The proposed remuneration review was comprehensively deliberated by the Remuneration Committee. The Board approved the Remuneration Committee’s recommendation for the proposed approximately 10% increase in Directors’ fees of the Non-Executive Directors for the financial year ending 31 December 2025 as set out in the fee structure below: Directors’ Fees Fees for the financial year ended 31 December 2024 Proposed revised fees for the financial year ending 31 December 2025 Structure Chairman (RM per director per annum) Non-Executive Director (RM per director per annum) Chairman (RM per director per annum) Non-Executive Director (RM per director per annum) Board of Directors 242,000 143,000 266,000 157,000 Audit Committee 30,000 20,000 33,000 22,000 Risk Management Committee 30,000 20,000 33,000 22,000 Nomination and Corporate Governance Committee 4,000 3,000 4,500 3,500 Remuneration Committee 4,000 3,000 4,500 3,500 Notice of Annual General Meeting
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