218 OTHERS INFORMATION 07 DATASONIC GROUP BERHAD EXPLANATORY NOTES: A) To receive the Audited Financial Statements This Agenda is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act, 2016 does not require a formal approval of shareholders for the Audited Financial Statements. Hence, this item on the Agenda is not put forward for voting. B) Ordinary Resolutions 1 and 2 – Directors’ Fees and Benefits Payable to Non-Executive Directors Section 230(1) of the Companies Act 2016, provides amongst others, that the fees of the Directors and any benefits payable to the Directors of the Company shall be approved at a general meeting. The Directors’ fees and benefits payable to Non-Executive Directors (“NED”) of the Company was last reviewed and approved at the Ninth AGM held on 13 September 2017. In June 2023, the Nomination and Remuneration Committee (“NRC”) had conducted a review of the Directors’ fees and benefits payable to the NED as part of a periodical review to ensure the Group remains competitive against its peers and with the heightened responsibilities, expertise, time commitment and accountabilities required for Directors as per current requirements under the Companies Act, 2016, Main Market Listing Requirements of Bursa Malaysia, Capital Markets & Services Act, 2007 and Malaysian Code on Corporate Governance. The proposed increase of Directors’ fees and benefits takes into account any future increases in NED, increase in the number of NED serving the Board Committees or the introduction of new Board Committees requiring the participation of NED or the appointment of additional women NED in line with the Malaysian Code on Corporate Governance on gender diversity. The proposed increase of Directors’ fees is in accordance with Clause 181 of the Constitution of the Company. The Board of Directors’ (“the Board”) subsequently approved the NRC’s recommendation for the increase of the Directors’ fees and benefits payable to the NED of the Company up to an amount of RM1,500,000 and RM300,000 respectively for the period from the Fifteenth AGM until the next AGM of the Company, to be paid monthly in arrears. The proposed Directors’ benefits payable comprises of meeting allowance and other benefits. The estimated amount of Directors’ benefits payable is based on the size of the Board and Board Committees and the number of scheduled Board and Board Committees meetings for the period from the Fifteenth AGM until the next AGM of the Company. The existing and proposed Directors’ fees and benefits payable to NED of the Company are as follows:- No. Description Existing Proposed 1. Directors’ fees Up to RM1,100,000 Up to RM1,500,000 2. Directors’ benefits Up to RM200,000 Up to RM300,000 The proposed Ordinary Resolutions 1 and 2, if passed, will allow payment of Directors’ fees and benefits to NED of the Company on a monthly basis and/or as and when incurred within the stipulated period. NOTICE OF FIFTEENTH ANNUAL GENERAL MEETING
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