CAHYA MATA SARAWAK ANNUAL REPORT 2016

215 Cahya Mata Sarawak Berhad A N N U A L R E P O R T 2 0 1 6 Section 09 A n n u a l g e n e r a l m e e t i n g 2 0 1 7 NOTICE OF 42 ND ANNUAL GENERAL MEETING 4. Directors’ Remuneration (cont'd) The current Directors’ fee policy for subsidiary companies in the Group is set out in the table below: Subsidiary Company Directors' fee (per annum) Chairman NED/Member Subsidiary company which achieves an annual turnover of RM90 million and over RM18,000 RM12,000 The estimated total amount of remuneration (excluding Directors’ fees) for the NEDs is based on number of meetings of the Board, Board Committees, subsidiary Boards as well as the number of NEDs involved in these meetings and also includes gratuity to a NED, calculated based on one month director’s fee for every year of completed service by the NED, who is retiring at the 42 nd AGM. The estimated amount is derived based on the full year 2017 up to April 2018 where the next AGM is provisionally scheduled. Payment of the said remuneration (excluding Directors’ fees and gratuity) is made by CMS or its subsidiaries on a monthly basis and/or as and when incurred subject to Ordinary Resolution 5 being passed by shareholders at the 42 nd AGM. The Board’s view is that it is equitable for the NEDs to be paid Directors’ remuneration (excluding Directors’ fees and gratuity) after they have rendered their services to the Company and/or its subsidiaries and discharged their duties and responsibilities. 5. Re-appointment of Auditors The Board at its meeting held on 14 March 2017 approved the recommendation by the Group Audit Committee on the re-appointment of Messrs Ernst & Young (“EY”) as Auditors of the Company. The Board and Group Audit Committee had considered and collectively agreed that EY has met the relevant criteria prescribed by Paragraph 15.21 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. 6. Abstention from Voting All the NEDs who are shareholders of the Company will abstain from voting on Ordinary Resolution 4 and Ordinary Resolution 5 concerning Directors’ fees and Directors’ remuneration (excluding Directors’ fees) at the 42 nd AGM. Any Director referred to in Ordinary Resolutions 2, 3 and 7 who is a shareholder of the Company will abstain from voting on the resolution in respect of his re-election or retention as a Director at the 42 nd AGM. 7. Retention of Director as Independent NED Y A M Tan Sri Dato’ Seri Syed Anwar Jamalullail was appointed as Independent NED of the Company on 10 May 2006, and has, therefore served for more than nine (9) years. The Board, through the annual assessment of the Independent NEDs, is satisfied with the skills, contribution and independent judgment that Y A M Tan Sri Dato’ Seri Syed Anwar Jamalullail brings to the Board. He has satisfactorily demonstrated that he is independent of management and free from any business or other relationship which could interfere with the exercise of independent judgement, objectivity or the ability to act in the best interests of the Company. In view thereof, the Board has approved the Nomination and Remuneration Committee’s recommendation to support his retention as an Independent NED at the 42 nd AGM of the Company in line with Recommendation 3.3 of the Malaysian Code on Corporate Governance 2012. 8. Renewal of Authority to Allot and Issue Shares Pursuant to Section 76 of the Companies Act 2016 The proposed Ordinary Resolution 8, if passed, will give a renewed mandate to the Directors of the Company, pursuant to Section 76 of the Companies Act 2016 (“Renewed Mandate”) for such purposes as the Directors may deem fit and in the interest of the Company. The Renewed Mandate, unless revoked or varied by the Company in a general meeting will expire at the conclusion of next AGM of the Company. As at the date of this Notice, no new shares were issued pursuant to the mandate granted to the Directors at the 41 st AGM held on 27 April 2016 and the said mandate will lapse at the conclusion of the forthcoming 42 nd AGM. The Company is seeking the approval from the shareholders on the Renewed Mandate for the purpose of a possible fund raising exercise including but not limited to placement of shares for the purpose of funding future investment project(s), working capital and/or acquisitions and to avoid any delay and cost in convening general meetings to specifically approve such an issue of shares.