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Kumpulan Fima Berhad

(11817-V)

8

NOTICE OF

ANNUAL GENERAL MEETING

(V) Resolution 7

The Board had at its meeting held on 30 May 2017 approved the recommendation by the Audit Committee on the re-appointment

of Messrs. Hanafiah Raslan & Mohamad as Auditors of the Company. The Board and Audit Committee collectively agreed

that Messrs. Hanafiah Raslan & Mohamad has met the relevant criteria prescribed by Paragraph 15.21 of the MMLR of Bursa

Securities.

(VI) EXPLANATORY NOTES ON SPECIAL BUSINESS

(a) Resolution 8

The proposed Ordinary Resolution 8, if passed, will empower the Company and/or its subsidiaries (“the Group”) to enter

into recurrent related party transactions of a revenue or trading nature which are necessary for the Group’s day-to-day

operations, subject to the transactions being carried out in the ordinary course of business on terms not more favourable

to the related parties than those generally available to the public and are not detrimental to the minority shareholders

of the Company.

(b) Resolution 9

The proposed Ordinary Resolution 9, if passed, will renew the authority granted by the shareholders at the last AGM. The

renewed authority will allow the Company to purchase its own shares of up to 10% of its prevailing ordinary issued and

paid-up share capital at any time. The renewed authority, unless revoked or varied by ordinary resolution passed by the

shareholders of the Company in a general meeting, will expire at the conclusion of the next AGM of the Company or the

expiration of the period within which the next AGM is required by law to be held, whichever occurs first.

Further information on the Proposed Renewal of Shares Buy-Back Authority is set out in the Circular to Shareholders

dated 28 July 2017 which is circulated together with the Company’s 2017 Annual Report.

(c) Resolutions 10, 11 and 12

The following Directors were appointed as Independent Non-Executive Directors of the Company and have reached the

cumulative nine (9) years term limit as recommended by Malaysian Code on Corporate Governance 2012:-

Directors

Appointed on

(i)

Encik Azizan bin Mohd Noor

2 April 2003

(ii)

Dato’ Rosman bin Abdullah

5 May 2004

(iii)

Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor

10 April 2008