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C O R P O R AT E I N F O RM AT I O N
08
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
43
rd
AGM.
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 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
24 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 43
rd
AGM or appoint proxy(ies) to attend and/or vote on their behalf.
5.
The voting at the 43
rd
AGM will be conducted on a poll. The Company will appoint independent scrutineers to verify the results
of the poll.
NOTICE OF 43
rd
ANNUAL GENERAL MEETING