Yinson Annual Report 2018

EXPLANATORY NOTES ON ORDINARY BUSINESSES: 1. ITEM 1 OF THE AGENDA – RECEIPT OF REPORT AND AUDITED FINANCIAL STATEMENTS The Audited Financial Statements together with the reports of the Directors and Auditors in Agenda item no. 1 is meant for discussion only as the provision of Section 340(1)(a) of the Act, does not require a formal approval of shareholders. Hence, this item on the Agenda is not put forward for voting. 2. ORDINARY RESOLUTION 2 – DIRECTORS’ FEES The Nominating and Remuneration Committee has reviewed the Directors’ fees after taking into consideration the market trends for similar positions, time commitment and responsibilities of the respective Director. Payment of the Directors’ fees for the financial year ended 31 January 2018 amounting to RM1,040,000 will be made by the Company if the proposed Ordinary Resolution 2 is passed in the forthcoming Annual General Meeting. 3. ORDINARY RESOLUTION 3 – BENEFITS OF DIRECTORS Payment of the benefits of the Directors will be made by the Company and its subsidiaries as and when incurred if the proposed Ordinary Resolution 3 is passed. The Board is of the view that it is just and equitable for the Directors to be paid their benefits as and when incurred, particularly after they have discharged their responsibilities and rendered their services to the Company and/or its subsidiaries throughout the relevant period. The benefits of Directors comprising meeting allowances as set out below: Description Allowance Board Meeting RM2,000.00 per meeting Board Committee Meeting RM1,000.00 per meeting General Meeting RM2,000.00 per meeting 4. ORDINARY RESOLUTION 6 – RE-APPOINTMENT OF AUDITORS The Board, with Audit Committee’s recommendation, at its meeting held on 3 May 2018 endorsed for the re-appointment of PricewaterhouseCoopers PLT as External Auditors of the Company for the financial year ending 31 January 2019 be presented to the shareholders for approval. PricewaterhouseCoopers had converted its legal entity status from a conventional partnership pursuant to Partnership Act 1961 to a limited liability partnership pursuant to Section 29 of the Limited Liability Partnerships Act, 2012 (“LLP Act 2012”) effective 2 January 2018. Accordingly, PricewaterhouseCoopers hadbeen registered in the name of PricewaterhouseCoopers PLT. In this instance, PLT means “Perkongsian Liabiliti Terhad”. There was no change to the Partners serving the Company. In any event, pursuant to Section 36 of the LLP Act 2012, any agreements/engagements already made between the Company and its Group and PricewaterhouseCoopers will continue to be in force as if PricewaterhouseCoopers PLT were a party to the agreements. Accordingly, all engagement letters signed with PricewaterhouseCoopers continue to be in force until the aforesaid engagement letters are superseded. Corporate Overview Stewardship Governance Accountability 201 Yinson Holdings Berhad Annual Report 2018