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Corporate information
(VI) EXPLANATORY NOTES ON SPECIAL BUSINESS
(a) Resolution 8
The proposed Ordinary Resolution 8, if passed, will empower
the Company and/or its subsidiaries (“the Group”) to enter
into recurrent related party transactions of a revenue or
trading nature which are necessary for the Group’s day-to-day
operations, subject to the transactions being carried out in the
ordinary course of business on terms not more favourable to
the related parties than those generally available to the public
and are not detrimental to the minority shareholders of the
Company.
(b) Resolution 9
The proposed Ordinary Resolution 9, if passed, will renew
the authority granted by the shareholders at the last AGM.
The renewed authority will allow the Company to purchase
its own shares of up to 10% of its prevailing ordinary issued
and paid-up share capital at any time. The renewed authority,
unless revoked or varied by ordinary resolution passed by the
shareholders of the Company in a general meeting, will expire
at the conclusion of the next AGM of the Company or the
expiration of the period within which the next AGM is required
by law to be held, whichever occurs first.
Further information on the Proposed Renewal of Shares
Buy-Back Authority is set out in the Circular/Statement to
Shareholders dated 31 July 2018 which is circulated together
with the Company’s Annual Report 2018.
(c) Resolutions 10 and 11
The following Directors were appointed as Independent Non-
Executive Directors of the Company and have reached the
cumulative 9 years term limit as recommended by Malaysian
Code on Corporate Governance:-
Directors
Appointed on
(i)
Encik Azizan bin Mohd Noor
2 April 2003
(ii) Dato’ Rosman bin Abdullah
5 May 2004
The Nomination and Remuneration Committee and the
Board, through the annual assessment carried out for the
financial year ended 31 March 2018, concluded that the
above Directors remain independent and recommended them
to continue to act as Independent Non-Executive Directors
based on the following justifications:-
(a) Have fulfilled the criteria as an Independent Director as
defined in the MMLR of Bursa Securities, and therefore
is able to bring independent and objective judgement to
the Board;
(b) Have provided effective check and balance in the
proceedings of the Board and the Board Committees;
(c) Have provided objectivity in decision making through
unbiased and independent views as well as advice and
judgement, to the Board;
(d) Have contributed sufficient time and effort and attended
all Board and Committees Meetings for an informed and
balanced decision making; and
(e) Have exercised due care during their tenure as
Independent Non-Executive Director of the Company
and carried out professional duties in the interest of the
Company and shareholders.
(d) Resolution 12
The Special Resolution 12, if passed, will streamline the
Company’s Constitution with the new provisions of the Act,
amendments made to the MMLR and enhance administrative
efficiency. The Board proposed that the existing Memorandum
& Articles of Association be amended in its entirety by the
replacement of a new Constitution in view of the substantial
amount of the amendments. The Proposed New Constitution
shall take effect once it has been passed by a majority of not
less than 75% of such members who are entitled to vote and
do vote in person or by proxy at the 46
th
AGM.
Further information on the Proposed New Constitution is set
out in the Circular/Statement to Shareholders dated 31 July
2018 which is circulated together with the Company’s Annual
Report 2018.
Notes:-
1. A member of the Company entitled to attend and vote at the
meeting is entitled to appoint a proxy to attend and vote in his
stead. A proxy may not be a member of the Company and a
member may appoint more than two (2) proxies by specifying the
proportion of his shareholding to be represented by each proxy.
2. Where a member of the Company is an exempt authorized nominee
which holds ordinary shares in the Company for multiple beneficial
owners in one securities account (“omnibus account”), there is
no limit to the number of proxies which the exempt authorized
nominee may appoint in respect of each omnibus account it holds.
3. The instrument appointing a proxy must be completed and
deposited at the registered office of the Company not less than
forty-eight (48) hours before the time of holding the Meeting or any
adjournment thereof.
4. Only members registered in the General Meeting Record of
Depositors as at 23 August 2018 shall be eligible to attend the 46
th
AGM or appoint proxy(ies) to attend and/or vote on their behalf.
5. The voting at the 46
th
AGM will be conducted on a poll. The
Company will appoint independent scrutineers to verify the results
of the poll.
notice of annual general Meeting