Yinson Annual Report 2020

351 Annual Report 2020 The details of the Directors’ fees and benefits for the financial year ended 31 January 2020 are set out in the Corporate Governance Overview Statement as contained within the Annual Report 2020. Payment of the Directors’ fees for the financial year ended 31 January 2020 amounting to RM1,473,333.34 will be made by the Company if the proposed Ordinary Resolution 2 is passed at the 27 th AGM. Payment of the Directors’ benefits will be made by the Company as and when incurred if the proposed Ordinary Resolution 3 is passed at the 27 th AGM. 3. ORDINARY RESOLUTIONS 4, 5 & 6 – RE-ELECTION OF DIRECTORS WHO RETIRE IN ACCORDANCE WITH CLAUSE 96 OF THE CONSTITUTION OF THE COMPANY Mr Lim Chern Yuan, Raja Datuk Zaharaton binti Raja Zainal Abidin and Dato’ Wee Hoe Soon @ Gooi Hoe Soon 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 has, through the NRC, considered the assessment of the Directors and collectively agreed that they meet the criteria as prescribed by Paragraph 2.20A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”) on character, experience, integrity, competence and time commitment to effectively discharge their roles as Directors. The Board has also through the NRC, conducted an assessment on Raja Datuk Zaharaton binti Raja Zainal Abidin and Dato’ Wee Hoe Soon @ Gooi Hoe Soon’s independence and are satisfied that they have complied with the criteria prescribed by the MMLR and Malaysian Code on Corporate Governance 2017. 4. ORDINARY RESOLUTIONS 7 & 8 – RE-ELECTION OF DIRECTORS WHO RETIRE IN ACCORDANCE WITH CLAUSE 101 OF THE CONSTITUTION OF THE COMPANY Clause 101 of the Constitution provides that any Director so appointed shall hold office only until the conclusion of the next following Annual General Meeting and shall be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting. Puan Rohaya binti Mohammad Yusof and Puan Sharifah Munira bt. Syed Zaid Albar were appointed as Non- Independent Non-Executive Director and Independent Non-Executive Director of the Company respectively on 1 January 2020. 5. ORDINARY RESOLUTION 9 – RE-APPOINTMENT OF AUDITORS The Board, with Audit Committee’s recommendation, at its meeting held on 28 April 2020 endorsed for the re-appointment of PricewaterhouseCoopers PLT as External Auditors of the Company for the financial year ending 31 January 2021 be presented to the shareholders for approval. EXPLANATORY NOTES ON SPECIAL BUSINESS: 6. ORDINARY RESOLUTION 10 – AUTHORITY TO ISSUE AND ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE ACT The proposed Ordinary Resolution 10 is a renewal of the previous year’s general mandate for issuance of shares by the Company under Sections 75 and 76 of the Act. The Ordinary Resolution, if passed, will empower the Directors of the Company, from the date of the 27 th AGM, to issue and allot new ordinary shares of the Company of up to ten percent (10%) of the total number of issued shares (excluding treasury shares) of the Company for the time being for such purposes as the Directors of the Company consider would be in the best interest of the Company. This authority, unless earlier revoked or varied by the Company at a General Meeting, will expire at the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is earlier.