Explanatory Note 3: Resolution 1: Payment of Directors’ fee for the Non-Executive Chairman and for each of the Non-Executive Directors from 8 June 2022 until the conclusion of the next AGM of MSM to be held in 2023 be paid on a monthly basis. 3.1 The Non-Executive Directors Remuneration Policy was last revised in 2021 based on the benchmarking review of the remuneration framework for the Non-Executive Directors of MSM carried out by KPMG Management & Risk Consulting Sdn Bhd, the appointed independent consultant. The Board approved the Nomination and Remuneration Committee’s (NRC) recommendation for the payment of Directors’ fees for the Non-Executive Chairman and for each of the Non-Executive Directors from 8 June 2022 until the conclusion of the next AGM of MSM to be held in 2023 (Relevant Period) to remain unchanged as approved at the 10th AGM of the Company held last year, as set out in the table below: NON-EXECUTIVE DIRECTORS’ (NED) ANNUAL FEES Approved at the 10th AGM held on 17 June 2021 Approval sought at the 11th AGM Chairman Member Chairman Member Board of Directors RM315,000 RM120,000 RM315,000 RM120,000 Board Committees’ Fees - Audit, Governance and Risk Committee - Nomination and Remuneration Committee - Investment and Tender Committee RM64,000 RM35,000 RM32,000 RM32,000 RM20,000 RM16,000 RM64,000 RM35,000 RM32,000 RM32,000 RM20,000 RM16,000 3.2 The proposed Ordinary Resolution 1, if passed, will allow the Company to pay the Board and Board Committee’s fees on monthly basis to the Non-Executive Chairman and to each Non-Executive Directors for the Relevant Period based on the proposed revised remuneration structure above. Explanatory Note 4: Resolution 2: Payment of benefits payable to the Non-Executive Chairman and Non-Executive Directors for the period from 8 June 2022 until the conclusion of the next AGM of MSM to be held in 2023. 4.1 The Directors’ benefits payable to the Non-Executive Chairman and Non-Executive Directors are proposed to remain unchanged as approved at the 10th AGM of the Company held last year as set out in the table below: DESCRIPTION Approved at the 10th AGM held on 17 June 2021 Approval sought at 11th AGM Meeting Allowance (per meeting attended) CHAIRMAN NEDS CHAIRMAN NEDS Board RM2,000 RM2,000 RM2,000 RM2,000 Audit, Governance and Risk Committee RM2,000 RM2,000 RM2,000 RM2,000 Nomination and Remuneration Committee RM2,000 RM2,000 RM2,000 RM2,000 Investment and Tender Committee RM2,000 RM2,000 RM2,000 RM2,000 NOTICE OF ANNUAL GENERAL MEETING WHO WE ARE STATEMENT & DISCUSSION BY OUR LEADERS HOWWE OPERATE MSM Malaysia Holdings Berhad ANNUAL INTEGRATED REPORT 2021 384
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