MSM Malaysia Holdings Berhad Annual Report 2020

NOTICE OF ANNUAL GENERAL MEETING DESCRIPTION CHAIRMAN NEDS Benefits-in-kind Current Proposed Current Proposed Company car 1 unit, 2000cc 1 unit, 2,000 cc with RM180,000 per annum for car utility - - Driver allowance or Security allowance RM2,500 per month No change RM2,500 per month - Group insurance Provided No change Provided No change Medical coverage Provided No change Provided No change Mobile phone bill - Reimbursement for a fixed plan - - 5.2 The Company is seeking Shareholders’ approval on the benefits payable to the Non-Executive Directors for the Relevant Period based on the proposed revised benefits (excluding Directors’ fees) set out above. 5.3 Payment of the benefits payable will be made by the Company on a monthly basis and/or as and when incurred based on the proposed revised benefits effective 17 June 2021, if the proposed Ordinary Resolution 3 is passed at the 10 th AGM. The Board is of the view that it is just and equitable for the Directors to be paid benefits payable on a monthly basis and/or as and when incurred, particularly after they have discharged their responsibilities and rendered their services to the Company and its subsidiaries throughout the Relevant Period. Explanatory Note 6: Resolution 4 and 5 : Re-election of Directors who retire in accordance with Clause 99 of the Company’s Constitution 6.1 Clause 99 of the Company’s Constitution states that at every AGM, at least one-third (1/3) of the Directors for the time being shall retire from office. In addition, all Directors shall be eligible for re-election. 6.2 For the purpose of determining the eligibility of the Directors to stand for re-election at the 10 th AGM, the NRC has conducted an assessment on each of the retiring Directors in line with Practice 5.1 of the Malaysian Code on Corporate Governance 2017, and also considered the other elements, among others, the following: (a) The Individual Director Performance Report (“IDPR”) as part of the external Board Effectiveness Assessment (“BEA”) 2019/2020 which focuses more on soft governance aspects of the Director (individual contribution, communication with members, their decision making and traits); and (b) Special skills and knowledge an individual Director brings to the organisation. 6.3 Based on the IDPR results of the BEA 2019/2020 and the Directors’ contribution to the Board, the NRC determined that the Individual Directors have met the performance criteria required of an effective and high performing Board. 6.4 The Independent Non-Executive Directors concerned have also provided their annual declaration/confirmation of independence in January 2021. 6.5 Based on the above, the Board approved that the Directors who retire in accordance with Clause 99 of the Company’s Constitution namely, Datuk Lim Thean Shiang and Dato’ Rosini Abd Samad are eligible to stand for re-election. Both retiring Directors had abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant Board and Board Committee meetings. 6.6 The independence of Datuk Lim Thean Shiang and Dato’ Rosini Abd Samad who have served as Independent Non-Executive Directors of the Company have been assessed by the NRC and also affirmed by the Board to continue to act as Independent Non-Executive Directors of the Company. Datuk Lim Thean Shiang and Dato’ Rosini Abd Samad has not exceeded the nine (9) years tenure as Independent Director. MSM MALAYSIA HOLDINGS BERHAD Annual Repor t 2020 244 CHAIRMAN’S STATEMENT DELIVERING VALUE MSM OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS GROUP FINANCIAL REPORT