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Kumpulan Fima Berhad (11817-V) •
Annual Report 2018
(I) Note A
The Audited Financial Statements is for discussion only as it does
not require shareholders’ approval pursuant to the provision of
Section 340(1)(a) of the Act. Hence, it is not put forward for voting.
(II) Resolution 1
Under Section 131 of the Act, a company may only make a
distribution to the shareholders out of profits of the company
available if the company is solvent. On 30 May 2018, the Board had
considered the amount of dividend and decided to recommend the
same for the shareholders’ approval.
The Directors of the Company are satisfied that the Company
will be solvent as it will be able to pay its debts as and when the
debts become due within twelve (12) months immediately after the
distribution is made on 5 October 2018 in accordance with the
requirements under Section 132(2) and (3) of the Act.
(III) Resolutions 2 and 3
Article 114 of the Company’s Constitution provides that one-third
of the Directors of the Company for the time being shall retire
by rotation at an AGM of the Company provided always that all
Directors, shall retire from office once at least in each 3 years but
shall be eligible for re-election at the AGM. A Director retiring at a
meeting shall retain office until the close of the meeting whether
adjourned or not.
The Board endorsed that the Directors who retire in accordance
with Article 114 of the Company’s Constitution are eligible to stand
for re-election.
The profiles of the retiring Directors are set out in the Profile of
Directors of the Company’s Annual Report 2018.
(IV) Resolutions 4, 5 and 6
Section 230(1) of the Act provides amongst others, that the fees
of the directors and any benefits payable to the directors of a
listed company and its subsidiaries shall be approved at a general
meeting. In this respect, the Board agreed that the shareholders’
approval shall be sought at the 46
th
AGM on the following payments
to Directors in 3 separate resolutions as below:-
•
Resolution 4
on payment of Directors’ fees for the ensuing
financial year.
•
Resolution 5
on payment of Directors’ fees for the Non-
Executive Directors (“NEDs”) who sit on the Board of
Directors of subsidiary companies from 31 August 2018 until
the conclusion of the next AGM of the Company.
•
Resolution 6
on payment of Directors’ remuneration from
31 August 2018 until the conclusion of the next AGM of the
Company.
notice of annual general Meeting
Ordinary Resolutions 4, 5 and 6 comprises fees, allowances and
other benefits payable to the Non-Executive Chairman, members
of the Board and Board Committees, including fees and allowances
payable to them by subsidiaries are set out in the table below:-
Company
Fee
Meeting
Allowance
Benefits
Board
Chairman
RM90,000 RM2,000
Medical
coverage and
other claimable
benefits
Member
RM60,000 RM2,000
Committees
Chairman of
Audit Committee
RM15,000 RM2,000
N/A
Member of
Audit Committee
RM7,500 RM2,000
N/A
Member of
Nomination and
Remuneration
Committee
N/A
RM2,000
N/A
Subsidiaries
Subsidiary
Position Held Fee Type
Amount
International
Food
Corporation
Limited
Chairman
Director’s fee
– per annum
RM18,000
Meeting allowance
– per meeting
RM1,000
Fima Bulking
Services
Berhad
Chairman
Director’s fee
– per annum
RM18,000
Meeting allowance
– per meeting
RM1,000
The Directors’ fees were last increased in FYE2014.
In determining the estimated amount of remuneration payable
for the NEDs, various factors, including the number of scheduled
meetings for the Board, Board Committees and Board of
subsidiaries as well as the number of NEDs involved in these
meetings were considered.
Note: The Group Managing Director does not receive any
Director’s fees.
(V) Resolution 7
The Board had at its meeting held on 30 May 2018 approved the
recommendation by the Audit Committee on the re-appointment
of Messrs. Hanafiah Raslan & Mohamad as Auditors of the
Company. The Board and Audit Committee collectively agreed that
Messrs. Hanafiah Raslan & Mohamad has met the relevant criteria
prescribed by Paragraph 15.21 of the MMLR of Bursa Securities.