FIMA CORPORATION ANNUAL REPORT 2017

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Corporate Information Annual Report 2017 5
NOTICE OF 42nd ANNUAL GENERAL MEETING
(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) Resolution 1
Under Section 131 of the Act, a company may only make a distribution to the shareholders out of profits of the company available
if the company is solvent. On 24 May 2017, the Board had considered the amount of dividend and decided to recommend the
same for the shareholders’ approval.
The Directors of the Company are satisfied that the Company will be solvent as it will be able to pay its debts as and when the
debts become due within twelve (12) months immediately after the distribution is made on 18 September 2017 in accordance
with the requirements under Section 132(2) and (3) of the Act.
(III) Resolutions 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 42nd AGM on the following payments to Directors in three (3) separate resolutions
as below:
• Resolution 4 on payment of Directors’ fees for the Non-Executive Directors for the ensuing financial year.
• Resolution 5 on payment of Directors’ fees for the Non-Executive Directors who sit on the Board of Directors of subsidiary
companies from 1 April 2017 until the conclusion of the next AGM of the Company.
• Resolution 6 on payment of Directors’ remuneration (excluding Directors’ fees) for the Non-Executive Directors from 1
April 2017 until the conclusion of the next AGM of the Company.
Ordinary Resolutions 4, 5 and 6 comprises fees, allowances and other benefits payable to the Non-Executive Chairman,
members of the Board and Board Committees, including fees and allowances payable to them by subsidiaries are set out in the
table below:
Company
Fee
per Annum
Meeting
Allowance
per meeting
Benefits
Board Chairman RM75,000 RM2,000 Medical coverage
and other claimable
benefits Member RM50,000 RM2,000
Committees Chairman of Audit Committee RM15,000 RM2,000 N/A
Member of Audit Committee RM12,000 RM2,000 N/A
Member of Nomination and
Remuneration Committee N/A RM2,000 N/A
Member of Risk Management
Committee N/A RM2,000 N/A