Yinson Annual Report 2019

EXPLANATORY NOTES ONORDINARY BUSINESS: 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 & 3 – DIRECTORS’ FEES AND BENEFITS In January 2018, the Nominating and Remuneration Committee (“NRC”) had reviewed the fees and benefits of the Board and Board Committees taking into consideration the market trends for similar positions, time commitment and responsibilities of the respective Directors. The NRC has recommended for revision of Directors’ fees and benefits to be at par with the current market rate of the same business sector across regions and to commensurate with the Directors’ commitment, experiences and expertise for discharging their duties. Having considered the magnitude of the Group’s on-going FPSO projects bidding and venturing into new business platforms, the Board approved the following revision of Directors’ fees and benefits with effect from 1 February 2018. The structure of revised Directors’ fees and benefits are as follows: Type of Fees RM Board of Directors fees Non-Executive Director/Independent Director 200,000/annum Executive Director 50,000/annum Chairman of the Board 60,000/annum Audit Committee/Board Risk Management Committee fees Committee Chairman fees 30,000/annum Committee Member fees 20,000/annum Other Board Committees Committee Chairman fees 20,000/annum Committee Member fees 10,000/annum Type of Benefits RM Meeting Attendance Allowance BoardMeeting and General Meeting Allowances 2,000/meeting Board Committees Allowances 1,000/meeting The details of the Directors’ fees and benefits for the financial year ended 31 January 2019 are set out in the Corporate Governance Overview Statement as contained on pages 85 and 86 of the 2019 Annual Report. Payment of the Directors’ fees for the financial year ended 31 January 2019 amounting to RM1,437,890.42 will be made by the Company if the proposed Ordinary Resolution 2 is passed at the forthcoming Annual General Meeting. Payment of the Directors’ benefits will bemade by the Company as and when incurred if the proposedOrdinary Resolution 3 is passed. 3. ORDINARY RESOLUTION 7 – RE-APPOINTMENT OF AUDITORS The Board, with Audit Committee’s recommendation, at its meeting held on 6 May 2019 endorsed for the re-appointment of PricewaterhouseCoopers PLT as External Auditors of the Company for the financial year ending 31 January 2020 be presented to the shareholders for approval. 225 Yinson Group Overview Strategy and Sustainability Governance Accountability Annual General Meeting