The shareholders’ approval being sought under Ordinary Resolution 1 is for the payment of the remuneration to the Non-Executive Directors of the Company for the period from 17 June 2022 or any adjournment thereof up to the next AGM of the Company to be held in the year 2023 in accordance with the remuneration structure as set out above, and to authorise the Board of Directors to disburse the fees on a monthly basis. In view of the significant impact of the Covid-19 pandemic and the difficult economic circumstances facing the aviation industry, the Non-Executive Directors of the Company had voluntarily offered to receive a 50% reduction in their fees for the period from 1 May 2020 until such time to be determined by the Directors. The Nomination and Remuneration Committee (“NRC”) had recommended, and the Directors affirmed that the voluntary 50% reduction in the Non-Executive Directors’ fees shall cease with effect from 1 January 2022 and accordingly, their fees as per the remuneration structure approved by the shareholders of the Company at its Fourth AGM held on 22 July 2021 shall be paid in full with effect from 1 January 2022. C. Re-election of Directors of the Company who retire by rotation pursuant to Rule 119 and Rule 124 of the Company’s Constitution and who being eligible had offered themselves for re-election (Ordinary Resolutions 2, 3 and 4) Dato’ Abdel Aziz @ Abdul Aziz bin Abu Bakar and Dato’ Fam Lee Ee (collectively “the retiring Directors”) are due for retirement by rotation pursuant to Rule 119 of the Constitution of the Company, and being eligible, had offered themselves for re-election as Directors of the Company at the upcoming Fifth Annual General Meeting (“5th AGM”) of the Company. For the purpose of determining the eligibility of the retiring Directors to stand for re-election at the 5th AGM and in accordance with Practice 6.1 of the Malaysian Code on Corporate Governance 2021 (“MCCG”), the Board through its Nomination and Remuneration Committee (“NRC”) had conducted an assessment of the Directors of the Company based on (i) performance and level of contribution to Board deliberation through their skills and experience; and (ii) level of objectivity, impartiality and their abilities to act in the best interest of the Company. The Board had endorsed the NRC’s recommendation that the retiring Directors are eligible to stand for reelection based on the satisfactory findings of the last Board performance evaluation. Rule 124 of the Constitution stipulates that the Directors may appoint a person who is willing to act as Director, either to fill a casual vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Company’s Constitution as the maximum number of Directors. A Director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election. Puan Surina binti Shukri was appointed as an Independent Non-Executive Director of Capital A with effect from 31 January 2022, and being eligible, she has offered herself for re-election in accordance with Rule 124 of the Company’s Constitution. Pursuant to Practice 5.7 of the MCCG, and Paragraph 8.27(2) and Appendix 8A of the MMLR of Bursa Securities, the profile of the Directors seeking re-election are set out in the Company’s Annual Report 2021 and on its corporate website. D. Authority to allot shares pursuant to Sections 75 and 76 of the Act (Ordinary Resolution 5) Ordinary Resolution 6 if passed, will empower the Directors of the Company authority to issue ordinary shares in the Company at their discretion without having to first convene another general meeting provided that the aggregate number of shares issued pursuant to this resolution during the preceding 12 months does not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company at any point of time (“Proposed 10% General Mandate”). The authority for the Proposed 10% General Mandate will, unless revoked or varied by the Company in a general meeting, expire at the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by law to be held, whichever is earlier. The Proposed 10% General Mandate, if granted, will provide the flexibility to the Company for any future fund raising activities, including but not limited to further placing of shares for the purposes of funding future investment project(s), repayment of bank borrowing(s), working capital and/or acquisition(s), or such other application as the Directors may deem fit in the best interest of the Company, and thereby reducing administrative time and costs associated with the convening of additional shareholders’ meeting(s). E. Proposed Renewal of Existing Shareholders’ Mandate and New Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (“Proposed Mandate”) (Ordinary Resolution 6) Ordinary Resolution 7, if passed, will allow the Group to enter into Recurrent Related Party Transactions of a revenue or trading nature pursuant to the provisions of the MMLR of Bursa Securities. Please refer to the Circular to Shareholders dated 29 April 2022 for further information. F. Proposed Renewal of Share Buy-Back Authority of the Company (Ordinary Resolution 8) Ordinary Resolution 8, if passed, will empower the Company to purchase its own ordinary shares of up to 10% of the total number of issued shares of the Company through Bursa Securities as may be determined by the Directors of the Company at any time within the time stipulated by utilising the funds allocated out of the retained profits of the Company based on the latest audited financial statements and/or the latest management accounts (where applicable) available at the time of the purchase. Details of the Proposed Share Buy-Back are contained in the Statement to Shareholders dated 29 April 2022. A D D I T I O N A L I N F O R M A T I O N A N N U A L R E P O R T 2 0 2 1 3 3 1
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