Datasonic Group Berhad Annual Report 2020

DATASONIC GROUP BERHAD I ANNUAL REPORT 2020 (Registration No. 200801008472 (809759-X)) 217 EXPLANATORY NOTES (CONT’D): E) Special Business Ordinary Resolution 12 – Proposed Renewal of Share Buy-Back Authority The proposed Ordinary Resolution 12, if passed, will empower the Company to purchase up to 10% of the total number of issued shares of the Company. The details on the Proposed Renewal of Share Buy-Back Authority are set out in the Statement to Shareholders in relation to the Proposed Renewal of Share Buy-Back Authority dated 10 August 2020. F) Special Business Ordinary Resolutions 13, 14, 15 and 16 – Proposed continuation in office of General Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing as Independent Non-Executive Directors of the Company General Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @Yew Kim Sing were appointed as Independent Non-Executive Directors on 27 June 2011 and have therefore served for a cumulative term of nine (9) years. The Board through the Nomination and Remuneration Committee has assessed the performance and independence of General Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing and recommended them to continue to act as Independent Non-Executive Directors of the Company based on the following justifications:- a) They havemet the independence guidelines as set out in Chapter 1 of theMainMarket Listing Requirements of Bursa Securities and are therefore able to give independent opinion to the Board; b) Being Directors for more than nine (9) years have enabled them to contribute positively during deliberations/ discussions at meetings as they are familiarwith the operations of the Company and possess sound knowledge of the Company’s operations; c) They have contributed sufficient time and exercised due care during their tenure as Independent Non- Executive Directors; d) They have discharged their professional duties in good faith and also in the best interest of the Company and shareholders; e) They have the calibre, qualifications, experiences and personal qualities to challenge management in an effective and constructive manner; f) They have never compromised on their independent judgement; and g) They have ensured that there were effective checks and balances in Board proceedings. The proposed Ordinary Resolutions 13, 14, 15 and 16, if passed, will allowGeneral Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing to continue to act as Independent Non-Executive Directors of the Company until the conclusion of the next AGM in accordance with the MCCG 2017. Notice of Twelfth Annual General Meeting (Cont’d)