2.
Proposed Renewal of Authority to Buy-Back its Own Shares by the Company
The Ordinary Resolution 8, if passed, will allow the Directors of the Company to exercise the power of the Company to purchase not more than ten per centum (10%) of
the issued and paid-up share capital of the Company for the time being. This authority will expire at the conclusion of the next Annual General Meeting unless earlier
revoked or varied by ordinary resolution passed by shareholders at a general meeting.
Please refer to Part A of the Circular to Shareholders dated 12 May 2015, which is enclosed and despatched together with the Annual Report 2014, for information
pertaining to Ordinary Resolution 8.
3.
Proposed Renewal of Shareholders’ Mandate for the Existing Recurrent Related Party Transactions and Provision of Financial Assistance
The Ordinary Resolution 9, if passed, will allow the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with
the related parties and the provision of financial assistance in the ordinary course of business which are necessary for the day-to-day operations based on terms which
are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company.
Please refer to Part B of the Circular to Shareholders dated 12 May 2015, which is enclosed and despatched together with the Annual Report 2014, for information
pertaining to Ordinary Resolution 9.
4. Retention of Independent Non-Executive Directors of the Company in accordance with the Malaysian Code on Corporate Governance 2012
(i) HalimBin Haji Din
Halim Bin Haji Din was appointed as an Independent Non-Executive Director of the Company on 22 May 2002, and has, therefore served the Company for more than
twelve (12) years. He met the criteria of an Independent Director as defined in Chapter 1 of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad. He has performed his duty diligently and in the best interest of the Company and has provided independent judgement and broader views and balanced
assessments to the proposals from the Management with his diverse experience and expertise. The Board, therefore recommends that he should be retained as an
Independent Non-Executive Director.
(ii) Professor Tan Sri Lin See Yan
Professor Tan Sri Lin See Yan was appointed as an Independent Non-Executive Director of the Company on 20 July 2004, and has, therefore served the Company
for more than ten (10) years. He met the criteria of an Independent Director as defined in Chapter 1 of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad. He has performed his duty diligently and in the best interest of the Company and has provided independent judgement and broader views and
balanced assessments to the proposals from the Management with his diverse experience and expertise. The Board, therefore recommends that he should be
retained as an Independent Non-Executive Director.
notice of fifteenth
annual general meeting
182
Wah Seong Corporation Berhad • Annual Report 2014
