4. RE-APPOINTMENT OF AUDITORS Ordinary Resolution 9 The Board, through the Board Audit and Examination Committee (“BAEC”) had, on 27 January 2022, completed its annual assessment on the external auditors, i.e., Messrs. PricewaterhouseCoopers PLT (“PwC”) in accordance with BNM’s Guideline on Corporate Governance for the appointment/re-appointment of external auditors. The assessment covered the following aspects: i. Level of knowledge, capabilities, experience and quality of previous work; ii. Level of engagement with the BAEC and the Management; iii. Ability to provide constructive observations, implications and recommendations in areas requiring improvements; iv. Adequacy in audit coverage, effectiveness in planning and conduct of audit; v. Ability to perform audit work within agreed timeframe; vi. Non-audit services rendered by the external auditors did not impede independence; and vii. T he external auditors demonstrated unbiased stance when interpreting standards/policies adopted by the Company. Being satisfied with PwC’s performance in 2021, their technical competency and audit independence as well as fulfillment of criteria as set out in BNM’s Guideline for the Appointment/Re-appointment of External Auditors, the Board, at its meeting held on 28 January 2022, had approved the BAEC’s recommendation for the re-appointment of PwC as the external auditors of the Company for the financial year ending 31 December 2022. 5. AUTHORITY TO DIRECTORS TO ALLOT SHARES Ordinary Resolution 10 The above proposed ordinary resolution is a general mandate to be obtained from the shareholders of the Company at this AGM and if passed, will empower the Directors pursuant to Section 75 of the Act, to allot BIMB shares of up to an aggregate amount not exceeding ten percent (10%) of the issued share capital of the Company as at the date of such allotment of shares without having to convene a general meeting. This general mandate, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. The general mandate, if granted, will provide the Company the flexibility to undertake any share issuance without having to convene a general meeting and thereby reducing administrative time and costs associated with the convening of additional general meeting(s). The general mandate is to allow for possible share issue and/or fund raising exercises including placement of shares for the purpose of funding current and/or future investment projects, working capital and/or acquisitions as well as in the event of any strategic opportunities involving equity deals which may require the Company to exercise the mandate. This is only to be undertaken if the Board considers it to be in the best interest of the Company. The Company has not issued any new shares under the general mandate for allotment of share pursuant to Section 75 of the Act which was approved at the 38th AGM held on 31 May 2021 which will lapse at the conclusion of the upcoming 39th AGM. 6. R ENEWAL OF AUTHORITY FOR THE DIRECTORS TO ALLOT AND ISSUE NEW ORDINARY SHARES IN RESPECT OF THE DIVIDEND REINVESTMENT PLAN (“DRP”) Ordinary Resolution 11 If passed, will give authority to the Directors to allot and issue new ordinary share for the DRP in respect of dividends to be declared until the next AGM. A renewal of this authority will be sought at the next AGM. INTEGRATED ANNUAL REPORT 202 1 Key Messages Overview Value Creation MD&A Sustainability Leadership Accountability Financial Additional Information 455
RkJQdWJsaXNoZXIy NDgzMzc=