3. DIRECTORS’ FEES AND BENEFITS Ordinary Resolution 7 – Payment of Non-Executive Director’s Fees The Proposed fees to be paid to each Non-Executive Directors from this AGM to the next AGM of the Company is based on the following fee structure which has not changed since it was first approved by the shareholder at 34th AGM held on 6 Maye 2017: TOTAL AMOUNT (PER ANNUM) (RM) BOARD BRC BAEC BNRC BFRC Chairman 144,000.00 90,000.00 48,000.00 18,000.00 24,000.00 Member 72,000.00 72,000.00 36,000.00 12,000.00 18,000.00 SITTING FEE (PER MEETING) (RM) Chairman Member 5,000.00 3,000.00 The fee structure is reasonable after benchmarking and taking into account prevailing market and economic conditions as well as practices of other comparable companies in the market. Ordinary Resolution 8 – Benefits Payable to Non-Executive Directors The benefits payable to Non-Executive Directors comprise allowances, benefits-in-kind and other emoluments payable to them, details of which are tabulated below: a) Car Allowance - Chairman - RM10,000 per month b) Senior Independent Director’ Allowance - RM2,000 per month c) Other Benefits - Includes benefits that are claimable or otherwise such as leave passage, medical and insurance benefits and other payments made available by the Company to eligible Non-Executive Directors. The proposed amount of up to RM1,150,000.00 (remain unchanged with the approved benefits at the 38th AGM) to be paid as benefits to eligible Non-Executive Directors from this AGM to the next AGM of the Company will be paid on monthly basis and/or as and when claimed or incurred. For shareholders’ ease of reference, the Board had endorsed the BNRC’s recommendation to provide the breakdown of the total fees and other benefits to be paid to NEDs from the 39th AGM until the 40th AGM as follows:- Taking into consideration there will be more meeting to discuss on the strategic matters, the Company anticipates higher number of meetings in 2022/2023, i.e., 83 meetings (2021/2022: 78 meetings). The detail on the fees to be paid to the NEDs are as follows:- Retainer and sitting fees RM3,388,500.00 Other benefits RM1,150,000.00 Total RM4,538,500.00 Based on the above computation, the total fees (retaining and sitting fees together with other benefits) will be RM4,538,500.00, slightly higher than the amount approved by the shareholder of RM4,211,007.00 at the 38th AGM on 31 May 2021. The Company viewed that the amount proposed is reasonable taking into consideration the Company’s financial health and performance. BANK I SLAM MALAYS IA BERHAD 454 NOTICE OF THE 39TH ANNUAL GENERAL MEETING
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