EXPLAINATORY NOTES: 1. AUDITED FINANCIAL STATEMENTS The Audited Financial Statements laid at this meeting pursuant to Section 340(1)(a) of the Companies Act 2016 are meant for the shareholders’ information and discussion only. It does not require the shareholders’ approval and therefore the Audited Financial Statements are not put forward for voting. 2. RE-ELECTION OF DIRECTORS Ordinary Resolutions 1, 2, 3 and 4 Clause 133 of the Company’s Constitution provides that one-third (1/3) of the Directors of the Company for the time being, or if their number is not three (3) or a multiple of three (3), then the nearest one-third (1/3) shall retire from office, provided that all Directors shall retire from office at least once in three (3) years but shall be eligible for re-election. Clause 142 of the Company’s Constitution provides that the Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election but shall not be considered in determining the Directors who are to retire by rotation at that meeting. Based on the number of Directors who are subject to retirement by rotation under Clause 133 of the Company’s Constitution, three (3) out of nine (9) Directors shall retire at this 40th AGM. Tan Sri Dr. Ismail Haji Bakar, Encik Azizan Ahmad and Puan Mashitah Haji Osman will retire by rotation at this 40th AGM and being eligible, have offered themselves for re-election as Directors of the Company. During the year under review, there was one (1) new Director being appointed to the Company. According to Clause 142 of the Company’s Constitution, the newly appointed Director, namely, Dato’ Professor Dr. Noor Inayah Yaakob (appointed on 7 April 2023) will retire at this 40th AGM and being eligible, has offered herself for re-election as a Director of the Company. The Board Nomination and Remuneration Committee (“BNRC”) of the Company has considered the performance and contribution of each retiring Directors and has also assessed the independence of the Independent NonExecutive Directors seeking re-election. Based on the results of the annual Board Effectiveness Evaluation conducted for the financial year ended 31 December 2022, the performance for each of the retiring Directors was found to be satisfactory (rated between 83% to 90%) with the exception of Dato’ Professor Dr. Noor Inayah Yaakub who was evaluated separately as she was appointed on 7 April 2023. In addition, all retiring Directors met with all requirements of fit and proper issued Bank Negara Malaysia (“BNM”). The retiring Independent Non-Executive Directors have also fulfilled the independence criteria as set out in BNM Corporate Governance Policy (“BNM CG Policy”), the Main Market Listing Requirements of Bursa Malaysia Securities Berhad as well as the Company’s Board Charter. All the retiring Directors have no record of adverse finding under the Companies Act 2016, Malaysian Anti-Corruption Commission Act (“MACC Act 2009), LEXIS NEXIS, Insolvency Act 1967 or for any mismanagement that could adversely affect the Company. The Board has endorsed the BNRC’s recommendation on the re-election of the retiring Directors. The retiring Directors had abstained from deliberation and decisions on their re-election at the BNRC and Board meetings. The Board is of the collective view that all of the said Directors who are retiring at this 40th AGM have satisfactorily discharged their roles and responsibilities to act in the best interest of the Company. The Board is satisfied that considering the wealth of expertise and experience that the retiring Directors possessed and brought to the Board shall further strengthen the Board’s composition and dynamic. The profiles of the Directors seeking re-election are set out on pages 157 to 166 under Profile of Directors’ section of the Company’s Integrated Annual Report 2022. Integrated Report 2022 464 Notice of the 40th Annual General Meeting
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