EXPLANATORY 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 eight (8) Directors shall retire at this 41st AGM. Datuk Bazlan Osman, Encik Mohd Yuzaidi Mohd Yusoff and Puan Nuraini Ismail will retire by rotation at this 41st 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, Tuan Syed Hamadah Syed Othman (appointed on 1 January 2024) will retire at this 41st AGM and being eligible, has offered himself for reelection as a Director of the Company. The Board Nomination and Remuneration Committee (“BNRC”) of the Company has on 26 February 2024, considered the performance and contribution of each retiring Director and has also assessed the independence of the Independent Non-Executive Directors seeking reelection. Based on the result of the Board Effectiveness Evaluation (“BEE”) conducted for the financial year ended 31 December 2023, the performance of the retiring Directors was satisfactory as evidenced by the evaluation result where they were rated between 86% to 92% in terms of their contribution and performance as well as calibre and personality. The BEE did not include assessment on Tuan Syed Hamadah who was newly appointed on the Board on 1 January 2024. Thus, the Company has conducted limited assessment to review on his performance. It was observed that Tuan Syed Hamadah does participate and contribute in the deliberation of matters at the Board meetings. His attendance record has been maintained at 100%. In fact, all the retiring directors have played an active role in providing guidance and constructive feedback in addressing issues concerning the Company. In term of the assessment on fit and proper, all retiring directors have met with requirements of fit and proper criteria set by the Company. This includes Tuan Syed Hamadah where he was evaluated separately during the appointment process. All the retiring Directors have no record of adverse finding under MACC Act 2009, Lexis Nexis, Insolvency Act or any mismanagement that could adversely affect the performance and reputation of the Company. The retiring Independent Non-Executive Directors have also fulfilled the independence criteria as set out in the BNM CG policy, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad as well as the Company’s Board Charter. 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 41st 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 create diversity which shall further strengthen the Board’s composition and dynamic. The profiles of the Directors seeking for re-election are set out in the Statement Accompanying Notice of the 41st Annual General Meeting section of the Company’s Integrated Annual Report. 492 Bank Islam Malaysia Berhad ◆ Integrated Annual Report 2023 Notice of the 41st Annual General Meeting
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