ENRA Group Berhad Annual Report 2019

169 ENRA GROUP BERHAD ∞ Annual Report 2019 page NOTES: PROXY: 1. In respect of deposited securities, only members whose names appear in the Record of Depositors on 11 September 2019 (General Meeting Record of Depositors) shall be eligible to attend and vote at this Twenty-Seventh (27th) Annual General Meeting or appoint a proxy to attend and vote on his behalf. A proxy may but need not be a member of the Company. 2. Where a member is an authorised nominee, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said securities account. A member other than an authorised nominee shall be entitled to appoint not more than two (2) proxies to attend and vote at the same meeting. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. 3. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his shareholding to be represented by each proxy. 4. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if the appointor is a corporation either under Common Seal or under the hand of an officer or attorney duly authorised. 5. The Form of Proxy must be completed, signed and deposited with the Share Registrar, Bina Management (M) Sdn Bhd at Lot 10, The Highway Centre, Jalan 51/205, 46050 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for the meeting or adjourned meeting. EXPLANATORY NOTES ON ORDINARY BUSINESS: 1. Audited Financial Statements Agenda item no. 1 is meant for discussion only pursuant to Section 340(1)(a) of the Companies Act, 2016 and will not be put forward for voting. 2. Non-Executive Directors’ (“NEDs”) Remuneration (a) At the 26th Annual General Meeting (“AGM”) of the Company held on 13 September 2018, the shareholders had approved the following amounts of fees and benefits payable to the NEDs in respect of the period from the conclusion of the said 26th AGM until the 27th AGM: • Directors’ fees of up to RM440,000; and • benefits of up to RM200,000. Total amount of the Directors’ fees expected to be utilised for the said period (12 months) based on the remuneration policy for NEDs is RM372,000, which is about 85% of the approved amount. As for the benefits, a total amount of RM94,000 is expected to be utilised based on the schedule of meetings for the remaining period until the conclusion of the 27th AGM. Hence, the expected total utilisation of the approved amount would be approximately 47%. (b) Ordinary Resolution No. 4 is to seek shareholders’ approval for the Directors’ fees and benefits payable to the NEDs for the period commencing from 20 September 2019 until the next AGM of the Company. During the review of the NEDs’ remuneration in May 2019, the Board Nomination and Remuneration Committee (“BNRC”) had taken into consideration, amongst others, the Group’s cost savings efforts and was of the view that meeting allowance of RM1,000 per meeting day is fair. Upon the recommendation of the BNRC, the Board approved the revised remuneration policy for NEDs as set out below effective 1 October 2019. Description Before Revision After Revision Annual Fee Board Chairman RM80,000 p.a. RM80,000 p.a. Senior Independent Non-Executive Director RM70,000 p.a. RM70,000 p.a. Non-Executive Director RM60,000 p.a. RM60,000 p.a. Committee ARMC Chairman RM10,000 p.a. RM10,000 p.a. ARMC Member RM6,000 p.a. RM6,000 p.a. BNRC Chairman RM6,000 p.a. RM6,000 p.a. BNRC Member RM4,000 p.a. RM4,000 p.a. Meeting attendance allowance All Directors RM2,000 per day of meeting(s) RM1,000 per day of meeting(s) As disclosed under paragraph 2(a) above, total remuneration (comprising fees and benefits) paid and payable to the NEDs since the last AGM until the 27th AGM is expected to aggregate RM466,000. Notice of Annual General Meeting