359 How We Are Governed Financial Statements Shareholders’ Information Additional Information Based on its assessment, the GNC had, at its meeting on 23 February 2022, recommended the re-elections of the aforementioned Directors to be put forth to the Shareholders for approval at the forthcoming AGM. The GNC’s recommendation was approved by the Board at its meeting on 6 April 2022. The profiles of Encik Ismail Harith Merican and Mr. Luk Wai Hong, William, can be found in the 2021 Annual Report of the Company. 6. Directors’ Remuneration Section 230(1) of the Companies Act 2016 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 of Directors has agreed that the Shareholders’ approval shall be sought at the 48th AGM on the Directors’ remuneration in two (2) separate resolutions as follows: a. Ordinary Resolution 4 on payment of Directors’ fees in respect of the Financial Year Ended 31 December 2021; and b. Ordinary Resolution 5 on payment of Directors’ benefits from 27 May 2022 to the next AGM in 2023 (“Current Period”). 7. Directors’ Fees The payment of the fees to the Non-Executive Chairman, Non-Executive Deputy Chairman1 and Non-Executive Directors2 (“NEDs”) in respect of the Financial Year Ended 31 December 2021 will only be made if the proposed Ordinary Resolution 4 is passed at the 48th AGM pursuant to Section 230(1)(b) of the Companies Act 2016. For the Financial Year Ended 31 December 2021, the total Directors’ fees payable of RM3,072,054.80 included the proposed increase in the fee payable to the Chairman of the Audit Committee (“AC”) from RM40,000 per annum to RM60,000 per annum given the onerous responsibility tasked upon the Chairman of the AC, should there be any regulatory findings pertaining to irregularities in financial reporting and/ or inadequacy of internal controls within KIBB Group. 8. Benefits Payable to the NEDs a. The benefits payable to the NEDs comprise the allowances and other emoluments payable to the Chairman, Deputy Chairman and members of the Board of Directors of the Company and its subsidiaries, as well as the Board Committees. b. The current Directors’ remuneration framework of the Company is as set out below. Description Chairman Deputy Chairman Board Members Benefits (applicable to the Company only) Leave passage, driver, car, medical benefits and other claimable benefits Golf club membership, car, medical benefits and other claimable benefits Medical benefits Type of Meeting Chairman (per meeting) NED/ Member (per meeting) Board of Directors’ Meeting RM2,000 RM2,000 General Meeting RM2,000 RM2,000 Board Committee Meeting RM2,000 RM2,000 c. Payment of the benefits to the NEDs of the Company and its subsidiaries is made on a monthly basis and/ or as and when incurred if the proposed Ordinary Resolution 5 is passed at the 48th AGM. The Board of Directors is of the view that it is just and equitable for the NEDs to be paid the Directors’ Remuneration (excluding Directors’ fees) on a monthly basis and/ or as and when incurred, particularly after discharging their responsibilities and rendering their services to the Company and its subsidiaries throughout the Current Period. 1 Datuk Syed Ahmad Alwee Alsree, the former Deputy Chairman/ Non-Independent Non-Executive Director of the Company, resigned from the Board of Directors of the Company on 11 June 2021. Hence, the Director’s fee payable to him in respect of the period from 1 January 2021 to 10 June 2021, will be pro-rated accordingly. 2 Dato’ Richard Alexander John Curtis, the former Non-Independent Non-Executive Director of the Company, resigned from the Board of Directors of the Company on 11 June 2021. Hence, the Director’s fee payable to him in respect of the period from 1 January 2021 to 10 June 2021, will be pro-rated accordingly.
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