FGV Annual Report 2018

375 01 02 05 03 07 06 04 08 09 CONTINUED TO EMBRACE TRANSPARENCY AND INCLUSIVENESS ANNUAL INTEGRATED REPORT 2018 NOTICE OF ANNUAL GENERAL MEETING 4. Voting Pursuant to Paragraph 8.29A(1) of the Listing Requirements, all the resolutions set out in the Notice of the Eleventh (11 th ) AGM of the Company will be put to vote by poll. Poll Administrator and Independent Scrutineers will be appointed respectively to conduct the polling via e-voting process and to verify the results of the poll. EXPLANATORY NOTES ON ORDINARY BUSINESS: Explanatory Note 1: Audited Financial Statements for the financial year ended 31 December 2018 This agenda item is meant for presentation and discussion only as under the provisions of Section 340(1)(a) of the Companies Act, 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: Resolution 1 - Payment of Directors’ fees for the financial year ended 31 December 2018 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 agreed that the Shareholders’ approval shall be sought at the Eleventh (11 th ) AGM of the Company on the Directors’ remuneration in three (3) separate resolutions as indicated below: • Resolution 1 on payment of Directors’ fees in respect of the preceding year 2018; • Resolution 2 on payment of a portion of Directors’ fees payable to the Non-Executive Directors from 26 June 2019 until the next AGM of the Company in 2020 ( “ Relevant Period ” ); and • Resolution 3 on payment of benefits payable to the Non-Executive Directors in respect of the Relevant Period. There is no increase on Directors’ fees for the financial year ended 31 December 2018. The Non-Executive Directors’ Annual Fees structure are set out in the table below: Board/Board Committee Annual Fees Board - RM600,000.00 (Chairman) - RM120,000.00 (Non-Executive Directors) Audit Committee - RM64,000.00 (Chairman) - RM32,000.00 (Non-Executive Directors) Nomination and Remuneration Committee - RM35,000.00 (Chairman) - RM20,000.00 (Non-Executive Directors) Special Board Committee - RM36,000.00 (Chairman) - RM24,000.00 (Non-Executive Directors) Other Board Committees - RM32,000.00 (Chairman) - RM16,000.00 (Non-Executive Directors) Please refer to Note 13 to the Audited Financial Statements in the Company’s Annual Integrated Report 2018 for the amount of Directors’ fees at the Company and Group levels, to be approved at this Eleventh (11 th ) AGM of the Company. The detailed amount of the Directors’ fees is set out in the Corporate Governance Overview Statement in the Company’s Annual Integrated Report 2018.