190 ENRA GROUP BERHAD ANNUAL REPORT 2024 EXPLANATORY NOTE A This Agenda item is meant for discussion only pursuant to Section 340(1)(a) of the Companies Act 2016 and will not be put forward for voting. EXPLANATORY NOTES TO ORDINARY AND SPECIAL BUSINESS: 1. Re-election of Directors who retire pursuant to Article 18.3 of the Company’s Constitution Mr. Kok Kong Chin and Mr. Loh Chen Yook, who retire by rotation in accordance with Article 18.3 of the Company’s Constitution, are eligible for re-election and hence, they have offered themselves for re-election at the 32nd AGM. For the purpose of determining the eligibility of the Directors to stand for re-election at this 32nd AGM, and in line with Practice 5.1 of the Malaysian Code on Corporate Governance 2021, the Board Nomination and Remuneration Committee (“BNRC”) had assessed and reviewed each of the retiring Directors from the annual assessment and evaluation of the Board, Board Committees, Independent Directors and individual Directors for the financial year ended 31 March 2024. Each of the Directors standing for re-election had undergone a performance evaluation and had provided his declaration on his fitness and propriety to continue acting as Directors of the Company in accordance with the Directors’ Fit and Proper Policy of the Company. The BNRC had recommended that, the re-election of the retiring Directors to be based on the following:- (i) satisfactory performance and have met Board’s expectation in discharging their duties and responsibilities; (ii) met the fit and proper criteria in discharging their roles as directors of the Company; (iii) level of independence demonstrated by the independent director; and (iv) their ability to act in the best interest of the Company in decision-making. Based on the above, the Board endorsed the BNRC’s recommendation on the re-election of the retiring Directors. The retiring Directors had abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant BNRC and Board meetings, where applicable. 2. Non-Executive Directors’ (“NEDs”) Remuneration (a) At the 31st AGM of the Company held on 7 September 2023, the shareholders approved the payment of Directors’ fees and benefits (meeting allowance) to the NEDs up to RM550,000 for the period from the conclusion of the 31st AGM until the conclusion of the 32nd AGM. (b) Ordinary Resolution No. 3 is to seek shareholders’ approval for the Directors’ fees and benefits payable to the NEDs for the period commencing from the conclusion of this AGM until the next Annual General Meeting of the Company. The proposed amount of RM550,000.00 is computed based on the approved remuneration policy for NEDs, the anticipated number of meetings, the assumption that an additional director may be appointed and all NEDs will remain in office until the 33rd AGM, with full attendance at all relevant meetings. The fees and meeting allowances will be paid to the NEDs upon completion of service on a quarterly basis. Any NEDs who are shareholders of the Company will abstain from voting on Ordinary Resolution No. 3 at the 32nd AGM. Details of the Directors’ fees and benefits paid to the NEDs for the financial year ended 31 March 2024 are published in the Corporate Governance Report which is available on the Company’s corporate website at www.enra.my. Notice Of Annual General Meeting (Cont’d)
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