GHL System Berhad Annual Report 2020

177 a n n u a l r e p o r t 2 0 2 0 NOTICE OF TWENTY-SEVENTH ANNUAL GENERAL MEETING CONT’D 13. For a corporate member who has appointed an authorised representative, please deposit the ORIGINAL certificate of appointment of authorised representative with the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. The certificate of appointment of authorised representative should be executed in the following manner: (i) If the corporate member has a common seal, the certificate of appointment of authorised representative should be executed under seal in accordance with the constitution of the corporate member. (ii) If the corporate member does not have a common seal, the certificate of appointment of authorised representative should be affixed with the rubber stamp of the corporate member (if any) and executed by: (a) at least two (2) authorised officers, of whom one shall be a director; or (b) any director and/or authorised officers in accordance with the laws of the country under which the corporate member is incorporated. 14. Pursuant to Paragraph 8.29A(1) of the Listing Requirements of Bursa Securities, all resolutions set out in this Notice will be put to vote by poll. EXPLANATORY NOTES TO THE AGENDA: (i) Item 1 of the Agenda – Audited Financial Statements for the financial year ended 31 December 2020 This item is meant for discussion only. The provision of Sections 248(2) and 340(1)(a) of the Companies Act 2016 require that the audited financial statements and the Reports of the Directors and Auditors thereon be laid before the Company at its Annual General Meeting. Hence, this Agenda item is not a business which requires a motion to be put to vote by shareholders. (ii) Ordinary Resolutions 1 and 2 - Re-election of Directors Dato’ Chan Choy Lin and Mr Richard Henry Phillips are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 27 th AGM. The Board of Directors has through the Nomination and Remuneration Committee carried out the necessary assessment on the aforesaid Directors and concluded that they met the criteria as prescribed under Paragraph 2.20A of the Main Market Listing Requirements on character, experience, integrity, competence and time to effectively discharge their roles as Directors. (iii) Ordinary Resolution 3 - Payment of Directors’ fees The Directors’ fees proposed for the financial year ending 31 December 2021 until the next AGM of the Company, are calculated based on the current board size and assuming that the Independent Non-Executive Directors will hold office until the next AGM of the Company. This resolution is to facilitate payment of Directors’ fees on current financial year basis until the next AGM of the Company. In the event the proposed Directors’ fees are insufficient (due to enlarged board size), approval will be sought at the next AGM for additional fees to meet the shortfall. (iv) Ordinary Resolution 4 - Payment of Directors’ benefits Directors’ benefits include meeting allowance payable to Directors and in determining the estimated amount, the Board has considered various factors including the current board size and number of scheduled meetings for the Board and Board Committee for the period from the date of the forthcoming AGM until the next AGM as well as the number of Independent Directors involved in the meeting. In the event the proposed amount is insufficient (due to more meetings/enlarged board size), approval will be sought at the next AGM for the shortfall. (v) Ordinary Resolution 5 - Re-appointment of Auditors The Board has through the Audit and Risk Committee, considered the re-appointment of BDO PLT as the Auditors of the Company. The factors considered by the Audit and Risk Committee in making the recommendation to the Board to table their re-appointment at the 27 th AGM are disclosed in the Audit and Risk Committee Report of the 2020 Annual Report. (vi) Ordinary Resolution 6 – Proposed Continuation in Office of Independent Non-Executive Chairman Pursuant to the Malaysian Code on Corporate Governance, it is recommended that approval of shareholders be sought in the event the Company intends to retain an Independent Director who has served in that capacity for more than nine (9) years.