386 YINSON HOLDINGS BERHAD | INTEGRATED ANNUAL REPORT 2024 9. Depositors who appear in the Record of Depositors as at 9 July 2024 shall be regarded as members of the Company who are entitled to participate and vote at the 31st AGM or appoint proxies to participate and vote on his/her behalf. EXPLANATORY NOTES ON ORDINARY BUSINESS: 1. ITEM 1 OF THE AGENDA – AUDITED FINANCIAL STATEMENTS The Audited Financial Statements together with the reports of the Directors and Auditors in Agenda item no. 1 is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act 2016 ("Act"), does not require a formal approval of shareholders. Hence, this item on the Agenda is not put forward for voting. 2. DIRECTORS’ FEES AND BENEFITS Section 230(1) of the Act provides that the fees of directors and benefits payable to the directors of a public company shall be approved at a general meeting. The Company conducted a comprehensive review of Directors’ fees and benefits, which was then presented to the Nominating and Remuneration Committee (“NRC”) and the Board in March 2023 for review and approval. The goal was to ensure that the remuneration for both the Board and Board Committee members remained competitive and suitable for attracting, retaining, and motivating individuals with strong credentials and high calibre to serve on the Company's Board. An independent consulting firm carried out the assessment, considering factors such as time commitment and responsibilities, industry benchmarking, and the size and complexities of the Group’s business. i. Ordinary Resolutions 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 Pursuant to the findings of the review, the Board, at the recommendation of the NRC, approved the proposed revision to the Board Committee fee for the financial year ended 31 January 2024, as outlined in the right column of the table below: Type of Fees Current Board/ Board Committee Fee (RM) Proposed Board/ Board Committee Fee (RM) Board fee Chairman of the Board 60,000/annum No change Non-Executive Director/Independent Director 200,000/annum No change Executive Director 50,000/annum No change Audit Committee fee Committee Chairman 30,000/annum 40,000/annum Committee Member 20,000/annum 25,000/annum Board Risk & Sustainability Committee fee Committee Chairman 30,000/annum No change Committee Member 20,000/annum No change Nominating & Remuneration Committee fee Committee Chairman 20,000/annum 30,000/annum Committee Member 10,000/annum 20,000/annum With the above revision, the Directors’ fees for the financial year ended 31 January 2024, totalling RM2,113,698.00, will be paid by the Company to the respective Directors upon the shareholders’ approval of Ordinary Resolutions 2 to 13 at the 31st AGM. This includes payment to Puan Rohaya binti Mohammad Yusof, who resigned on 31 May 2023, to compensate for her contributions as a Non-Independent Non-Executive Director of the Company from 1 February 2023 to 31 May 2023.
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