FGV Annual Report 2018

376 CONTINUED TO EMBRACE TRANSPARENCY AND INCLUSIVENESS FGV HOLDINGS BERHAD Explanatory Note 3: Resolution 2 – Directors’ fees payable to the Non-Executive Directors The proposed Resolution 2, if passed, will allow the Company to pay a portion of Directors’ fees per month to the Non-Executive Chairman and the Non-Executive Directors for the Relevant Period. The breakdown is as follows: FGV MSM Malaysia Holdings Berhad Non-Executive Chairman RM23,200.00 per month RM20,000.00 per month Non-Executive Directors RM5,000.00 per month for each Non-Executive Director Nil Explanatory Note 4: Resolution 3 – Benefits payable to the Non-Executive Directors The Company is seeking Shareholder’s approval on the benefits payable to the Non-Executive Directors for the Relevant Period in accordance with the remuneration structure (excluding Directors’ fees) set out below: Meeting Allowance • Local: RM2,000.00 • Overseas (Flight time <= 8 hours): RM2,000.00 • Overseas (Flight time > 8 hours): RM5,000.00 • Teleconferencing: RM1,000.00 Other Benefits • Company car allowance, driver, club membership and telecommunication device for Non-Executive Chairman • Medical coverage, insurance coverage, travel expenses, benefits-in-kind and other claimable benefits Payment of the benefits payable will be made by the Company and its subsidiaries on a monthly basis and/or as and when incurred if the proposed Resolution 3 is passed at the Eleventh (11 th ) AGM of the Company. The Board is of the view that it is just and equitable for the Directors to be paid benefits payable on a monthly basis and/or as and when incurred, particularly after they have discharged their responsibilities and rendered their services to the Company and its subsidiaries throughout the Relevant Period. Explanatory Note 5: Resolution 4 and 5 – Re-election of Directors who retire in accordance with Clause 97 of the Company’s Constitution Clause 97 of the Company’s Constitution states that at each AGM one-third (1/3) of the Directors for the time being, or if their number is not a multiple of three (3), the number nearest to one-third (1/3) with a minimum of one (1), shall retire from office. In addition, each Director shall retire at least once in every three (3) years but shall be eligible for re-election. Dato’ Mohamed Suffian Awang who is standing for re-election has not exceeded the nine (9) years tenure as Independent Director. The independence of Dato’ Mohamed Suffian Awang who has served as Independent Non-Executive Director of the Company has been assessed by the Nomination and Remuneration Committee and also affirmed by the Board to continue to act as Independent Non-Executive Director of the Company. The Nomination and Remuneration Committee has recommended and the Board has approved the Directors to stand for re-election. Explanatory Note 6: Resolution 6,7,8 and 9 – Re-election of Directors who retire in accordance with Clause 103 of the Company’s Constitution Clause 103 of the Company’s Constitution stipulates that a Director appointed by the Board shall hold office until the conclusion of the next AGM of the Company and shall be eligible for re-election. The Directors standing for re-election have attended and successfully completed the Mandatory Accreditation Programme as required by the Listing Requirements. The independence of Dato’ Yusli Mohamed Yusoff and Datin Hoi Lai Ping who have served as Independent Non-Executive Directors of the Company have been assessed by the Nomination and Remuneration Committee and also affirmed by the Board to continue to act as Independent Non-Executive Directors of the Company. The Nomination and Remuneration Committee has recommended and the Board has approved the Directors to stand for re-election. NOTICE OF ANNUAL GENERAL MEETING