EXPLANATORY NOTES TO ORDINARY BUSINESS 1. Laying of Audited Financial Statements and Reports of the Directors and the Auditors thereon In accordance with Section 340(1)(a) of the Companies Act 2016 (“the Act”), the Company is required to lay the Audited Financial Statements and the Reports of the Directors and the Auditors thereon at its Annual General Meeting. Hence, the Agenda item no. 1 above is not a business which requires a resolution to be put to vote by the shareholders. This Agenda item is for discussion and receipt only. 2. Ordinary Resolutions 1 – 5 – Re-election of Directors who retire in accordance with Clauses 112 and 113 of the Company’s Constitution In accordance to Clause 112 of the Company’s Constitution, any Director appointed shall hold office until the next following Annual General Meeting of the Company and shall be eligible for re-election at such Meeting. A Director under this Clause shall not be taken into account in determining the Directors or the number of Directors to retire by rotation in Clause 113 of the Company’s Constitution. Dato’ Mohamad Lotfy Bin Mohamad Noh and Datuk Tan Mann Chai, JP who retire in accordance with Clause 112 of the Company’s Constitution and who being eligible offer themselves for re-election. Clause 113 of the Company’s Constitution provides that one-third (1/3) of the Directors (with the exception of Alternate Director) for the time being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3) shall retire from office and be eligible for re-election. Out of the current Board size of twelve (12), two (2) are to retire in accordance with Clause 112 of the Company’s Constitution, thus three (3) out of ten (10) Directors are to retire by rotation in accordance with Clause 113 of the Company’s Constitution. In line with Practice 6.1 of the Malaysian Code on Corporate Governance (“MCCG”) issued by the Securities Commission Malaysia on 28 April 2021, the Board of Directors (“Board”) has via its Nomination Committee undertakes a formal evaluation to determine each individual Director eligibility to stand for re-election at the 44th AGM of the Company which include the following: i) Self and peer performance evaluation such as priorities context of issues in line with corporate objective, provide realism and practical advice, and add value to Board meetings; ii) Independent Non-Executive Director self-evaluation such as length of service, independent of management and judgement and fulfill the criteria of independences; and iii) Level of independence demonstrated by the Independent Non-Executive Director, and his/her ability to act in the best interest of the Company in decision-making by providing annual declaration of independence. Based on the evaluation results above, all individual Directors (including the retiring Directors) have fulfilled the performance evaluation required. In addition, all Independent Non-Executive Directors have also provided their annual declaration of independence. Hence, the Board approved the Nomination Committee’s recommendation that Dato’ Mohamad Lotfy Bin Mohamad Noh and Datuk Tan Mann Chai, JP who retire in accordance with Clause 112 of the Company’s Constitution and Tan Sri Dato’ Sri Mohamad Fuzi Bin Harun, Mr Dion Tan Yong Chien and Encik Mohd Najib Bin Abdul Aziz, who retire by rotation in accordance with Clause 113 of the Company’s Constitution are eligible to stand for re-election. They had abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant Board meeting. In line with Bursa Securities announcement on 19 January 2022, Paragraph 15.01A of Bursa Securities Main Market Listing Requirements, and Fit and Proper Policy adopted by the Board of Directors of the Company during the year 2022, the Directors who eligible for reelection have completed their respective Fit & Proper Policy Compliance Checklist to declare that they are a fit and proper person to act as a Director of the Company. NOTICE OF FORTY-FOURTH ANNUAL GENERAL MEETING 312 ANNUAL REPORT 2022
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