Dagang NeXchange Berhad Annual Report 2018

the NRC had carried out an assessment of the independence of Tan Sri Abd Rahman Mamat pursuant to the criteria as prescribed by the MMLR and Malaysian Code on Corporate Governance and are satisfied that he meets the criteria for independence. Tan Sri Abd Rahman Mamat was appointed as Director and Chairman of the Company on 12 December 2013 and 16 December 2013, respectively and does not exceed the tenure of nine (9) years. The retiring Directors had abstained from deliberation and decision on their own eligibility to stand for re-election at the relevant NRC and Board meetings, where applicable. (IV) Directors’ fees and benefits payable to Non-Executive Directors The proposed Resolution 6 is intended to seek mandate from the shareholders to allow the Company to pay Directors’ fees to the Non-Executive Directors on a quarterly basis after the end of each quarter. The Directors’ fees and benefits payable to the Non- Executive Directors for the financial year ending 31 December 2019 are based on the existing rates as approved by the shareholders during the 48th Annual General Meeting held on 6 June 2018. The Directors’ remuneration (excluding Directors’ fees) comprises the allowances and other emoluments payable to Non-Executive Directors, details of which are as follows:- (a) Meeting attendance allowance (per meeting) • Chairman of the Board – RM1,500 • Member of the Board – RM1,500 • Chairman of Board Committees – RM1,000 • Member of Board Committees – RM750 (b) Other benefits • Medical and hospitalisation coverage, business travel and other claimable benefits. Payment of the Directors’ remuneration (excluding Directors’ fees) to Non-Executive Directors will be made by the Company as and when incurred if the proposed Resolution 6 has been passed at the 49 th AGM. 8. EXPLANATORY NOTES ON SPECIAL BUSINESS (I) Authority to Issue Shares pursuant to Section 75 of the Companies Act, 2016 The Company has not issued any new shares under the general mandate for allotment and issuance of shares up to 10% of the issued share capital of the Company (“General Mandate”), which was approved at the 48 th Annual General Meeting (“48 th AGM”) held on 6 June 2018 and which shall lapse at the conclusion of the 49 th AGM. The proposed Resolution 8 is a renewal of the General Mandate obtained from the shareholders of the Company at the 48 th AGM. This resolution, if approved, will give the Directors of the Company the mandate to issue and allot shares in the Company up to an amount not exceeding in total 10% of the total number of issued shares of the Company for the time being, for such purposes as the Directors consider will be in the best interest of the Company without convening a general meeting subsequent to the 49 th AGM. This authority, unless revoked or varied by the shareholders of the Company in general meeting will expire at the conclusion of the next Annual General Meeting. The General Mandate for issue of shares will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares for the purpose of funding future investment, working capital and/or acquisition. 199 Annual Report 2018 Notice of Forty Ninth Annual General Meeting (CONTINUED) OTHER INFORMATION