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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
th
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.
(VII) EXPLANATORY NOTES ON SPECIAL BUSINESS
(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.
corporate
information
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