192 ENRA GROUP BERHAD ANNUAL REPORT 2024 6. Retention of Independent Non-Executive Directors Datuk Ali bin Abdul Kadir was appointed as an Independent Non-Executive Chairman of the Company on 1 June 2015, Tan Sri Dato’ Seri Shamsul Azhar bin Abbas was appointed as an Independent Non-Executive Director of the Company on 15 June 2015, Mr. Loh Chen Yook was appointed as a Non-Independent NonExecutive Director of the Company on 1 June 2015 and was redesignated as an Independent Non-Executive Director on 29 November 2018. Therefore, Datuk Ali bin Abdul Kadir, Tan Sri Dato’ Seri Shamsul Azhar bin Abbas and Mr. Loh Chen Yook have served the Board for a cumulative term of more than nine (9) years. In accordance with the Malaysian Code on Corporate Governance 2021, prior approval should be obtained from the shareholders at the 32nd AGM, to enable Datuk Ali bin Abdul Kadir, Tan Sri Dato’ Seri Shamsul Azhar bin Abbas and Mr. Loh Chen Yook to continue in office as Independent Non-Executive Directors. The Board, through the BNRC, recommends that approval of the shareholders be sought through a two-tier voting process as described in the Guidance to Practice 5.3 of the Malaysian Code on Corporate Governance 2021 to retain Datuk Ali bin Abdul Kadir, Tan Sri Dato’ Seri Shamsul Azhar bin Abbas and Mr. Loh Chen Yook as Independent Non-Executive Directors, based on the following justifications: • They have fulfilled the criteria under the definition of Independent Director pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad; • They are able to exercise independent judgement and act in the best interests of the Company; • They have consistently demonstrated their independence and professionalism and effectively contributed and added value to the Company through the Board; and • There are significant advantages to be gained from a long-serving Independent Director who has many years of experience with incumbent knowledge of the Company and the Group’s activities and corporate history, they are able to provide invaluable contributions with independence in their role as Independent Non-Executive Director. PERSONAL DATA POLICY By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, participate, speak (in the form of real-time submission of typed texts) and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof) and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING (Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad) A. As at the date of this Notice, there are no individuals who are standing for election as Directors (excluding directors who are standing for re-election) at this 32nd AGM. B. Details on the authority to issue and allot shares in the Company pursuant to Sections 75 and 76 of the Companies Act 2016 are set out in Explanatory Note 4 of the Notice of the 32nd AGM. Notice Of Annual General Meeting (Cont’d)
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