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(VI) Resolution 8
Messrs. Hanafiah Raslan & Mohamad (“HRM”)
has informed the Board that they would not
be seeking re-appointment as the Company’s
Auditors at the Company’s 44
th
AGM in view of
the new regulation set by the Audit Oversight
Board (“AOB”) stipulating that an audit partner
must only be attached to one (1) audit firm at all
times, unless otherwise exempted by the AOB.
HRM further informed the Board that they along
with their associate firm, Messrs. Ernst & Young
have submitted an application for exemption
to the AOB, however, AOB did not approve the
Company to be an entity to be audited under
HRM. As such, HRM is not allowed to continue to
serve as Auditors of the Company.
In view of the above, the Board proposed
the appointment of Messrs. Ernst & Young as
Auditors of the Company in place of the retiring
Auditors, HRM for the ensuing financial year and
to hold office until the conclusion of the next
AGM at a remuneration to be determined by the
Directors. The Company has received Messrs.
Ernst & Young’s written consent to act as Auditors
of the Company pursuant to Section 264(5)
of the Act.
(VII) EXPLANATORY NOTES ON SPECIAL BUSINESS
(a) Resolution 9
The proposed Ordinary Resolution 9, 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 10
The proposed Ordinary Resolution 10, 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 29
July 2019 which is circulated together with
the Company’s Annual Report 2019 and, is
also available on ‘Investors’ section of the
Company’s website.
(c) Resolutions 11 and 12
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
(i) Encik Rezal Zain
25 June 2002
bin Abdul Rashid
(ii) Dato’ Adnan
20 May 2003
bin Shamsuddin
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