Annual Report 2023 219 C) Ordinary Resolutions 3 to 12 - Re-election of Directors who retire in accordance with Clauses 156 and 165 of the Constitution of the Company Clause 156 of the Constitution of the Company provides that the Board of the Company can appoint a person as an additional Director or as a replacement for another Director and the Director appointed shall hold office until the next following AGM after the appointment unless elected or re-elected in the AGM. Clause 165 of the Constitution of the Company provides that one-third (1/3) of the Directors of the Company at the date of the notice convening the AGM or if the total number of the Directors is not three (3) or a multiple of it, the number nearest to one-third (1/3) shall retire by rotation at the AGM and be eligible for re-election. The proposed Ordinary Resolutions 3 and 4 under Agenda 4 and Ordinary Resolutions 5 to 12 under Agenda 5 as set out in the Notice of Fifteenth AGM are to seek the shareholders’ approval on the re-election of Directors who are standing for re-election in accordance with Clauses 165 and 156 of the Constitution of the Company and being eligible, have offered themselves for re-election. The NRC had assessed the performance, contributions, independence, fitness and proprietary of each Director who is standing for reelection at the Fifteenth AGM, taking into consideration the results of the evaluation on the effectiveness of the Board, Board Committees and Directors’ self-assessment conducted for the financial year 2023; time commitment in discharging their roles and responsibilities including attendance at Board or Board Committees meetings, briefings and site visitations; participation in continuing training programmes; and contribution to the Board’s deliberation through their skills, knowledge, expertise and experience. The NRC also carried out fit and proper assessment based on the fit and proper declaration submitted by each of the retiring Director. Based on the outcome of the self-independent assessment, the NRC was satisfied that the Independent Directors, namely, Tan Sri Ahmad Zaki Ansore bin Mohd Yusof, Tan Sri Borhan bin Dolah, Tan Sri Dato’ Seri Dr Khalid bin Abu Bakar, Dato’ Ibrahim bin Abdullah, CP (R) Datuk Mohd Khalil bin Kader Mohd and Datin Normaliza binti Kairon have complied with the independence criteria as set out in the Main Market Listing Requirements of Bursa Malaysia and continue to bring independent and objective judgment to the Board deliberations. Based on the assessment, the NRC was satisfied with the performance and contributions of the Directors who are standing for re-election and recommended to the Board the proposed re-election of the Directors in accordance with Clauses 156 and 165 of the Constitution of the Company. i) Dato’ Ibrahim bin Abdullah who retired in accordance with Clause 165 Dato’ Ibrahim was appointed as Independent Non-Executive Director of the Company on 5 February 2020. Dato’ Ibrahim has the appropriate mix of skills, knowledge and experience in security, project development, corporate management/ business, accounting/auditing and human capital. He has contributed effectively to the Board’s and Board Committee’s deliberations. ii) Encik Safian bin Mohd Yunus who retired in accordance with Clause 165 Encik Safian was appointed as Executive Director of the Company on 29 March 2021 and subsequently redesignated as NonIndependent Non-Executive Director on 12 October 2022. Encik Safian has the appropriate mix of skills, knowledge and experience in IT/engineering, project development, corporate management/business, and finance/taxation. He has contributed effectively to the Board’s deliberations. NOTICE OF FIFTEENTH ANNUAL GENERAL MEETING
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