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07
F i m a C o r p o r at i o n B e r h a d ( 2 1 1 8 5 - P ) •
A n n u a l R e p o r t 2 0 1 8
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 Managing Director does not receive any Director’s fees.
(V) Resolution 7
The Board had at its meeting held on 28 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.
(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 Rezal Zain bin Abdul Rashid
25 June 2002
(ii)
Dato’ Adnan bin Shamsuddin
20 May 2003
NOTICE OF 43
rd
ANNUAL GENERAL MEETING