Frontken Berhad Annual Report 2017

133 Frontken Corporation Berhad (651020-T) ANNUAL REPORT 2017 4. Item 6 of the Agenda The proposed Ordinary Resolution 6, if passed, will give the Directors of the Company the authority to take all such steps as are necessary or expedient to implement, finalise, complete and/or effect the purchase(s) of Shares by the Company as the Directors may deem fit and expedient in the best interest of the Company. This authority will, unless renewed or revoked or varied by the Company at a general meeting, continue to be in force until the conclusion of the next AGM of the Company or the expiry of the period within which the next AGM of the Company following the Fourteenth AGM is required by the law to be held. Please refer to the Share Buy-Back Statement dated 30 April 2018 which is despatched together with this Annual Report for more information. 5. Item 7 of the Agenda The Nomination Committee has assessed the independence of Dato’ Haji Johar Bin Murat @ Murad, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than twelve (12) years, and recommended him to continue to act as an Independent Non-Executive Director of the Company based on the following justifications: a) He fulfills the criteria under the definition of Independent Director as stated in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and thus, he is able to provide a check and balance by bringing an element of objectivity and independent judgement to the Board’s deliberation; b) He brings with him vast experience and expertise to complement the competencies of the other Directors to enhance boardroom discussion and decision; c) He has been with the Company for more than twelve (12) years since 2006 and accordingly, is familiar with the nuances and understands the Group’s business operations; d) He has exercised due care and diligence during his tenure as an Independent Non-Executive Director of the Company and carried out his duties professionally and objectively in the interest of the Company and shareholders; and e) The Company does not wish to carry out the two-tier voting and the reasons for this departure can be found under Practice 4.2 in the Corporate Governance Report. Notice Of Annual General Meeting (cont’d)