4. RE-APPOINTMENT OF AUDITORS Ordinary Resolution 7 The Board, through the Board Audit and Examination Committee (“BAEC”) had, on 29 January 2024, completed its annual assessment on the external auditors, i.e., Messrs. PricewaterhouseCoopers PLT (“PwC”) in accordance with BNM CG Policy 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. The external auditors demonstrated unbiased stance when interpreting standards/policies adopted by the Company. Being satisfied with PwC’s performance in 2023, their technical competency and audit independence as well as fulfillment of the criteria set out in BNM’s Guideline for the Appointment/Re-appointment of External Auditors, the Board, at its meeting held on 30 January 2024, had resolved on the re-appointment of PwC as the external auditors of the Company for the financial year ending 31 December 2024 subject to the shareholders’ approval. 5. AUTHORITY TO ALLOT AND ISSUE NEW ORDINARY SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016 Ordinary Resolution 8 The proposed Ordinary Resolution 8 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 Sections 75 and 76 of the Companies Act 2016 to allot 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. The exercise of the mandate is only to be undertaken if the Board considers it to be in the best interest of the Company. This general mandate, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. The proposed Ordinary Resolution 8 is to be in line with Bank Islam’s Recovery Plan submitted to Bank Negara Malaysia in June 2023 where it will allow Bank Islam to consider increasing the share capital as one (1) of its recovery options in the event of crisis. This is also in line with Bank Negara Malaysia’s Policy Document on Recovery Planning (“BNM PD”) issued on 28 July 2021. Thus far, Bank Islam has not issued any new shares pursuant to Sections 75 and 76 of the Companies Act 2016. 6. RENEWAL OF AUTHORITY FOR THE DIRECTORS TO ALLOT AND ISSUE NEW ORDINARY SHARES IN RESPECT OF THE DIVIDEND REINVESTMENT PLAN (“DRP”) Ordinary Resolution 9 If passed, this Resolution will give authority to the Directors to allot and issue new ordinary shares in respect of dividends to be declared until the next Annual General Meeting to be applied towards the DRP. A renewal of this authority will be sought at the next Annual General Meeting. NOTES ON ABSTENTION FROM VOTING Any Director referred to in Ordinary Resolutions 1, 2, 3 and 4, who is a Shareholder of the Company will abstain from voting on the resolutions in respect of his/her re-election at this AGM. All Directors who are Shareholders of the Company will abstain from voting on Ordinary Resolutions 5 and 6 concerning Directors’ remuneration at this AGM. For the record, none of the Directors holds any shares in the Company. NOTES ON VIRTUAL AGM, VOTING RIGHTS AND PROCEDURES 1) The 41st AGM of the Company will be conducted on a virtual basis through live streaming and online remote voting via Remote Participation and Electronic Voting facilities (“RPEV”). The Virtual Meeting via RPEV will be available at https://meeting.boardroomlimited.my. Please follow the procedures provided in the Administrative Guide for the 41st AGM in order to register, participate and vote remotely. 2) The venue of the 41st AGM is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 and Clause 96 of the Company’s Constitution which requires the Chairman of the meeting to be 494 Bank Islam Malaysia Berhad ◆ Integrated Annual Report 2023 Notice of the 41st Annual General Meeting
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