FGV Annual Report 2020

263 Who We Are How We Operate How We Are Governed Additional Information Sustainability Matters Statement & Discussion By Our Leaders 4. Shareholders entitled to participate and vote For purposes of determining a Shareholder who shall be entitled to participate and vote at the 13 th AGM of the Company, the Company shall be requesting from Bursa Malaysia Depository Sdn. Bhd., in accordance with Clause 63 of the Company’s Constitution and Section 34(1) of Securities Industry (Central Depositories) Act 1991, to issue a General Meeting Record of Depositors as at 15 June 2021. Only a depositor whose name appears on the General Meeting Record of Depositors as at 15 June 2021 shall be entitled to participate and vote at the 13 th AGM or appoint a Proxy(ies) to participate and vote on such depositor’s behalf. 5. Request for remote participation user ID and password The registration for remote participation will be open from 11.00 a.m. on Wednesday, 28 April 2021 up to 11.00 a.m. on Tuesday, 22 June 2021. Please follow the procedures provided in the Administrative Details for the 13 th AGM in order to participate in the 13 th AGM remotely via LUMI AGM facilities. 6. Voting Pursuant to Paragraph 8.29A(1) of the Listing Requirements, all resolutions set out in the Notice of the 13 th AGM of the Company will be put to vote by poll. Poll Administrator will be appointed to conduct the poll via e-voting process and Independent Scrutineers will be appointed to verify the poll results. Shareholders can proceed to vote on the resolutions and submit their votes at any time from the commencement of the 13 th AGM at 11.00 a.m. until a time when the Chairman of the meeting announces the completion of the voting session. Upon completion of the voting session for the 13 th AGM, the Independent Scrutineers will verify the poll results followed by the Chairman of the meeting’s announcement of the poll results and declaration whether the resolutions are duly passed. EXPLANATORY NOTES ON ORDINARY BUSINESS: Explanatory Note 1: Audited Financial Statements for the financial year ended 31 December 2020 This agenda item is meant for presentation and discussion only as under the provisions of Section 340(1)(a) of the CA 2016 and Clause 135 of the Company’s Constitution, the Audited Financial Statements do not require the formal approval of Shareholders and hence, will not be put forward for voting. Explanatory Note 2: Payment of Directors’ Fees Section 230(1) of the CA 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. The fee structure is set out in the table below: Board/Board Committees Fees Per Annum Board - RM300,000.00 - RM120,000.00 (Chairman) (NED) Audit Committee - RM64,000.00 - RM32,000.00 (Chairman) (NED) Nomination and Remuneration Committee - RM35,000.00 - RM20,000.00 (Chairman) (NED) Investment Committee - RM32,000.00 - RM16,000.00 (Chairman) (NED) Board Tender Committee - RM32,000.00 - RM16,000.00 (Chairman) (NED) Board Governance & Risk Management Committee - RM32,000.00 - RM16,000.00 (Chairman) (NED) Explanatory Note 3: Payment of Directors’ fees for the NEC from 24 June 2021 until the next AGM of FGV The proposed Resolution 1, if passed, will allow the Company to pay the NEC a fee of RM25,000.00 per month from 24 June 2021 until the next AGM of FGV. Explanatory Note 4: Payment of Directors’ fees for the NED from 24 June 2021 until the next AGM of FGV The proposed Resolution 2, if passed, will allow the Company to pay to each NED monthly fees of RM10,000.00 per month from 24 June 2021 until the next AGM of FGV. Explanatory Note 5: Payment of benefits payable The remuneration structure (excluding Directors’ fees) is set out in the table below: Meeting Allowance NEC, NEDC and NED • Local: RM2,000.00 • Overseas (Flight time <= 8 hours): RM3,000.00 • Overseas (Flight time > 8 hours): RM5,000.00 • Teleconferencing: RM2,000.00 Other Benefits NEC • Company car allowance (RM15,000.00 per month including petrol, toll charges and car maintenance) • Driver (actual) • Club membership (RM10,000.00 per annum) • Mobile phone bills (actual) • Personal entertainment (RM24,000.00 per annum) • One (1) personal bodyguard at Chairman’s disposal within Malaysia (actual) • Medical coverage of RM100,000.00 per annum • Group Personal Accident insurance coverage of RM200,000.00 per annum. NEDC • Allowance (RM3,000.00 per month) • Medical coverage of RM100,000.00 per annum • Group Personal Accident insurance coverage of RM200,000.00 per annum NED • Medical coverage of RM100,000.00 per annum • Group Personal Accident insurance coverage of RM200,000.00 per annum The Company is seeking Shareholder’s approval on the benefits payable to the NEC, NEDC and NED from 24 June 2021 until the next AGM of FGV (Relevant Period) in accordance with the remuneration structure (excluding Directors’ fees) set out above. The Company is also seeking Shareholder’s approval on the increase of meeting allowance to the NEC, NEDC and NED for the period from 1 January 2021 until the next AGM of FGV as follows: Existing Meeting Allowance Proposed Increased Teleconferencing: RM1,000.00 Teleconferencing: RM2,000.00 (increased RM1,000.00) Overseas (Flight time <= 8 hours): RM2,000.00 Overseas (Flight time <= 8 hours): RM3,000.00 (increased RM1,000.00) Payment of the benefits payable will be made by the Company on a monthly basis and/or as and when incurred if the proposed Resolution 3, 4 and 5 are passed at the AGM of the Company. The Board is of the view that the payments thereof are just and equitable, as the Directors have diligently discharged their responsibilities and rendered their services to the Company throughout the Relevant Period. Explanatory Note 6: Retirement by rotation 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, the number nearest to one-third (1/3) with a minimum of one shall retire from office. In addition, each Director shall retire at least once in every three years but shall be eligible for re-election. Datin Hoi Lai Ping who was appointed as Director of the Company on 6 September 2018 will retire in accordance with Clause 97 of the Company’s Constitution. She will not seek re-election. Hence, she will retain office until the close of the 13 th AGM. The profile of Datin Hoi Lai Ping is set out on page 171 of the Annual Integrated Report 2020 (AIR 2020) and in the Company’s website. Explanatory Note 7: Resolution 6, 7 and 8 – 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. Dato’ Amiruddin Abdul Satar, Dato’ Shahrol Anuwar Sarman and Dato’ Dzulkifli Abd Wahab who were appointed as Directors of the Company on 26 October 2020, 17 November 2020 and 1 April 2021 respectively are standing for re-election in this 13 th AGM. They have attended and successfully completed the Mandatory Accreditation Programme as required by the Listing Requirements. The NRC has recommended and the Board has approved for Dato’ Amiruddin Abdul Satar, Dato’ Shahrol Anuwar Sarman and Dato’ Dzulkifli Abd Wahab to stand for re-election. The profiles of Dato’ Amiruddin Abdul Satar, Dato’ Shahrol Anuwar Sarman and Dato’ Dzulkifli Abd Wahab are set out on page 168 and 173 of the AIR 2020 and in the Company’s website. Explanatory Note 8: Resolution 9 – Re-appointment of Auditors The present Auditors, PricewaterhouseCoopers PLT (PwC), have indicated their willingness to continue their services for another year. The Audit Committee and the Board have considered the re-appointment of PwC as Auditors of the Company for the financial year ending 31 December 2021 and have collectively agreed that PwC has met the relevant criteria prescribed by Paragraph 15.21 of the Listing Requirements. EXPLANATORY NOTES ON SPECIAL BUSINESS: Resolution 10 – Proposed Mandates The proposed Resolution 10, if passed, will allow the Company and/or its subsidiary companies to enter into arrangements/transactions involving the interests, direct or indirect, of the Related Parties, which are recurrent transactions of a revenue or trading nature necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business on normal commercial terms which are not more favourable to the related party than those generally available to the public and are not detrimental to the minority Shareholders of the Company. Detailed information on the Proposed Mandates is set out in the RRPT Circular.