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Fima CORPORATION Berhad
(197401004110) (21185-P) •
Annual Report 2020
08
(V)
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.
Further information on the Proposed Renewal of
Shareholders’ Mandate for Recurrent Related Party
Transactions of a Revenue or Trading Nature is set out
in Part A of the Circular/Statement to Shareholders
dated 28 August 2020 which is circulated together with
the Company’s Annual Report 2020 and is also available
under the ‘Investors’ section of the Company’s website.
(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 Part B of Circular/
Statement to Shareholders dated 28 August 2020 which
is circulated together with the Company’s Annual
Report 2020 and is also available under the ‘Investors’
section of the Company’s website.
(c) Resolutions 10 and 11
The following Directors were appointed as Independent
Non-Executive Directors of the Company and have
reached the cumulative nine (9) years term limit
as recommended by Malaysian Code on Corporate
Governance:
Directors
Appointed on
Rezal Zain bin Abdul Rashid
25 June 2002
Dato’ Adnan bin Shamsuddin
20 May 2003
The Nomination and Remuneration Committee and the
Board, through the annual assessment carried out for the
financial year ended 31 March 2020, 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 Bursa Listing Requirements, 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.
Notes:
A.
Virtual AGM
1.
The 45
th
AGM of the Company will be conducted
on a fully virtual basis through live streaming and
online remote voting via Remote Participation
and Electronic Voting facilities (collectively
referred as “45
th
Virtual AGM”). Kindly refer to
the procedures provided in the Administrative
Guide for the 45
th
Virtual AGM in order to register,
participate and vote remotely.
2.
The broadcast venue of the 45
th
Virtual AGMwhich
is the main venue of the meeting is strictly for the
purpose of complying with Section 327(2) of the
Companies Act, 2016 that requires the Chairman
of the meeting to be present at the main venue of
the meeting. No shareholders/proxies/corporate
representatives should be physically present nor
admitted at the broadcast venue on the day of
the 45
th
Virtual AGM of the Company.