375 ANNUAL REPORT 2022 ANNUAL GENERAL MEETING 2. ORDINARY RESOLUTIONS 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 AND 13 – DIRECTORS’ FEES AND BENEFITS In March 2022, the Nominating and Remuneration Committee (“NRC”) had reviewed the fees and benefits of the Board of Directors (“Board”) and Board Committees taking into consideration the market trends for similar positions, time commitment and responsibilities of the respective Directors. No revision of Directors’ fees and benefits have been recommended by the NRC. In April 2022, taking into consideration the importance of improving knowledge and skills of Board members and with the recommendation from NRC, the Board had further resolved to seek shareholders’ approval at the 29th AGM, an additional Directors’ benefits of RM500,000, being annual training budget for the Board as a whole. The structure of Directors’ fees and benefits are as follows: Type of Fees RM Board fees Non-Executive Director/Independent Director 200,000/annum Executive Director 50,000/annum Chairman of the Board 60,000/annum Audit Committee/Board Risk & Sustainability Committee fees Committee Chairman fees 30,000/annum Committee Member fees 20,000/annum Other Board Committees Committee Chairman fees 20,000/annum Committee Member fees 10,000/annum Type of Benefits RM Meeting Attendance Allowance Board Meeting and General Meeting Allowances 2,000/meeting Board Committees Allowances 1,000/meeting Other Benefits Directors’ Training 500,000/year* * Annual training budget for the Board as a whole. The details of the Directors’ fees and benefits for the financial year ended 31 January 2022 are set out in the Corporate Governance Overview Statement as contained in the Annual Report 2022. The Directors’ fees for the financial year ended 31 January 2022 amounting to a total of RM1,927,397.26 will be paid by the Company to the respective Directors if the proposed Ordinary Resolutions 2 to 12 are passed by the shareholders at the 29th AGM. Payment of the Directors’ benefits will be made by the Company to the respective Directors as and when incurred if the proposed Ordinary Resolution 13 is passed by the shareholders at the 29th AGM. 3. ORDINARY RESOLUTIONS 14, 15 AND 16 – RE-ELECTION OF DIRECTORS WHO RETIRE IN ACCORDANCE WITH CLAUSE 96 OF THE CONSTITUTION OF THE COMPANY Mr Lim Han Weng, Dato’ Mohamad Nasir bin Ab Latif and Puan Rohaya binti Mohammad Yusof are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 29th AGM. Pursuant to Practice 5.7 of the Malaysian Code on Corporate Governance, the profiles of the Directors who are standing for re-election as per Agenda item no. 5 is set out in the Board of Directors’ profile of the Annual Report 2022. With the recommendation from NRC, the Board supports the re-election of Mr Lim Han Weng, Dato’ Mohamad Nasir bin Ab Latif and Puan Rohaya binti Mohammad Yusof as Directors of the Company, based on the following justifications:- NOTICE OF ANNUAL GENERAL MEETING
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