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(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) Resolutions 1 and 2
Article 102 of the Company’s Constitution provides that
one-third (1/3) 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
at least once in every three (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 102 of the Company’s Constitution
are eligible to stand for re-election.
The profiles of the retiring Directors are set out in Our Board
of Directors section of the Company’s Annual Report 2020.
(III) Resolutions 3, 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 48
th
AGM of the Company on the following payments
to Directors in four (4) separate resolutions as below:
• Resolution 3
on payment of Directors’ fees for the
ensuing financial year.
• Resolution 4
on the increase in fees payable to the
Audit and Risk Committee members (excluding the
Committee Chairman) from 1 April 2020 until the
conclusion of the next AGM of the Company.
• Resolution 5
on payment of Directors’ fees for the
Non-Executive Directors (“NEDs”) who sit on the
Board of Directors of subsidiary companies from
30 September 2020 until the conclusion of the next
AGM of the Company.
• Resolution 6
on payment of Directors’ remuneration
from 30 September 2020 until the conclusion of the
next AGM of the Company.
Ordinary Resolutions 3, 5 and 6 comprises fees, allowances
and other benefits payable to the Non-Executive Chairman,
NEDs and Board Committees, including fees and
allowances payable to them by the subsidiaries. Payment
of the said fees, allowances and other benefits referred to
herein will be made by the Company as and when incurred.
Ordinary Resolution 4 relates specifically on the increase in
fees payable to members of the Audit and Risk Committee
(excluding the Committee Chairman) from RM7,500 per
annum to RM10,000 per annum. The Board is of the view
that it was fair for the Audit and Risk Committee member’s
fees to be reviewed having taken into account various
considerations and to reflect the additional roles of the
Audit and Risk Committee in assisting the Board to meet
its oversight responsibilities in relation to the Group’s risk
management and sustainability policies and practices.
Other fees payable to the NEDs remain unchanged. The
Group Managing Director does not receive any Directors’
fees and meeting allowances.
Company
Fee
(per annum)
Meeting
Allowance
(per
meeting)
Benefits
Existing
Proposed
Revision
(Ordinary
Resolution 4)
Board
Chairman
RM90,000 Maintain
existing fee.
No revision
proposed
RM2,000 Medical
coverage
and other
claimable
benefits
Member
RM60,000 Maintain
existing fee.
No revision
proposed
RM2,000
Committees
Chairman of
Audit and Risk
Committee
RM15,000 Maintain
existing fee.
No revision
proposed
RM2,000 N/A
Member of
Audit and Risk
Committee
RM7,500 RM10,000 RM2,000 N/A
Member of
Nomination
and
Remuneration
Committee
N/A
N/A RM2,000 N/A
Member
of Group
Sustainability
Committee
N/A
N/A RM2,000 N/A
Member of
Risk Steering
Committee
N/A
N/A RM2,000 N/A
Subsidiaries
Subsidiary
Position Held Fee Type Amount
International
Food Corporation
Limited
Chairman Director’s fee
– per annum
Meeting
allowance –
per meeting
RM18,000
RM1,000
Fima Bulking
Services Berhad
Chairman Director’s fee
– per annum
Meeting
allowance –
per meeting
RM18,000
RM1,000
kumpulan Fima Berhad
(197201000167)(11817-V)
Annual Report 2020
5