FGV Annual Report 2017

FELDA GLOBAL VENTURES HOLDINGS BERHAD DETAILS OF ANNUAL GENERAL MEETING 334 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 MSMMalaysia 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 Shareholders’ 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, telecommunication device, meeting allowances 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 Tenth (10 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 – Re-election of Director who retires in accordance with Article 88 of the Company‘s Articles of Association Article 88 of the Company’s Articles of Association 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. The Nomination and Remuneration Committee has recommended and the Board has approved the Director to stand for re-election. Explanatory Note 6: Resolution 5, 6, 7, 8, 9, 10 and 11 – Re-election of Directors who retire in accordance with Article 94 of the Company‘s Articles of Association Article 94 of the Company’s Articles of Association 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 Programmes as required by the Listing Requirements. The independence of Datuk Dr. Salmiah Ahmad, Dr. Mohamed Nazeeb P.Alithambi, Datuk Mohd Anwar Yahya and Dr. Nesadurai Kalanithi who have served as Independent Non-Executive Directors 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 Directors of the Company. NOTICE OF ANNUAL GENERAL MEETING