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There is no increase on Directors’ fees for the

financial year ended 31 March 2019. The Directors’

fees were last increased in the financial year 2014.

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.

(VI) Resolution 9

Messrs. Hanafiah Raslan & Mohamad (“HRM”)

has informed the Board that they would not

be seeking re-appointment as the Company’s

Auditors at the Company’s 47


AGM in view of the

new regulation set by the Audit Oversight Board

(“AOB”) stipulating that an audit partner must

only be attached to one audit firm at all times,

unless otherwise exempted by the AOB. HRM

further informed the Board that they along with

their associate firm, Messrs. Ernst & Young have

submitted an application for exemption to the

AOB, however, AOB did not approve the Company

to be an entity to be audited under HRM. As

such, HRM is not allowed to continue to serve as

Auditors of the Company.

In view of the above, the Board proposed the

appointment of Messrs. Ernst & Young as Auditors

of the Company in place of the retiring Auditors,

HRM for the ensuing financial year and to hold

office until the conclusion of the next AGM at a

remuneration to be determined by the Directors.

The Company has received Messrs. Ernst &

Young’s written consent to act as Auditors of the

Company pursuant to Section 264(5) of the Act.


(a) Resolution 10

The proposed Ordinary Resolution 10, 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 11

The proposed Ordinary Resolution 11, 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 29

July 2019 which is circulated together with

the Company’s Annual Report 2019 and is

also available on ‘Investors’ section of the

Company’s website.