GHL System Berhad Annual Report 2020

178 G H L S y s t e m S B e r h a d 1 9 9 4 0 1 0 0 7 3 6 1 ( 2 9 3 0 4 0 - D ) The Board had via the Nomination and Remuneration Committee assessed the independence of Datuk Kamaruddin bin Taib and considered him to be independent and recommended that he continue to act as the Independent Non-Executive Chairman of the Company based on the following justifications:- (a) he fulfilled the criteria under the definition of Independent Directors as stated in the Main Market Listing Requirements of Bursa Securities; (b) he has vast experience in the field of finance and corporate, understands the business of the Company and continues to remain objective, bringing independent judgement and depth into the deliberations of the Board and Board Committees, in the best interest of the Company and shareholders: and (c) he has exhibited high commitment and devoted sufficient time to discharge his responsibilities as the Independent Non- Executive Chairman, and able to express unbiased views without any influence. (vii) Ordinary Resolution 7 – Proposed Authority to Issue Shares pursuant to Sections 75 and 76 of the Companies Act 2016 The proposed Ordinary Resolution 7 is a renewal of the general mandate pursuant to Sections 75 and 76 of the Companies Act 2016 (“General Mandate”) obtained from the shareholders of the Company at the previous AGM and, if passed, will empower the Directors of the Company to issue new shares in the Company from time to time provided that the aggregate number of shares issued pursuant to the General Mandate does not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company for the time being. The General Mandate, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next AGM of the Company. The mandate is to provide flexibility to the Company to issue new securities without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional costs and time. The purpose of this general mandate is for possible fund raising exercise including but not limited to further placement of shares for purpose of funding current and/or future investment projects, working capital, repayment of bank borrowings, acquisitions and/or for issuance of shares as settlement of purchase consideration or such other application as the Directors may deem fit in the best interest of the Company. As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the last AGM held on 26 August 2020 and the mandate will lapse at the conclusion of the 27 th AGM. (viii) Ordinary Resolution 8 – Proposed Share Buy-Back The proposed Ordinary Resolution 8, if passed, will provide a mandate for the Company to purchase its own shares up to 10% of the total number of issued shares of the Company and shall lapse at the conclusion of the next AGM unless authority for the approval is obtained from the shareholders of the Company at a general meeting. Please refer to the Statement to Shareholders in relation to the Proposed Share Buy-Back attached in the Annual Report 2020 of the Company for further details. NOTICE OF TWENTY-SEVENTH ANNUAL GENERAL MEETING CONT’D