KPJ Healthcare Berhad - Annual Report 2018

154 KPJ HEALTHCARE BERHAD (3) Meeting Allowance MEETING ALLOWANCE (PER MEETING) CHAIRMAN NED Board of KPJ RM4,000 RM3,000 Audit Committee RM4,000 RM3,000 Medical Advisory Committee RM4,000 RM3,000 Nomination and Remuneration Committee RM3,000 RM2,000 Building and Tender Board Committee RM3,000 RM2,000 Risk and Sustainability Committee RM3,000 RM2,000 NOTE: i. The payment of the Meeting Allowances are extended to all Directors except for the Managing Director and Executive Directors of the Company. (5) EXPLANATORY NOTES ON SPECIAL BUSINESS: (i) Agenda 6 – Authority to Issue Shares Pursuant to Section 75(1) and 76(1) of the Act The proposed Ordinary Resolution 11 if passed is primarily to give flexibility to the Directors of the Company to issue up to maximum amount not exceeding in total ten percent (10%) of the total number of issued shares in the Company for the time being for such purposes as the Directors consider would be in the interest of the Company. This authority will, unless revoked or varied by the Company in a general meeting, will expire at the conclusion of the next AGM or the expiration of the period within the next AGM required by law to be held, whichever is earlier. (i) The mandate sought under proposed Ordinary Resolution 11 is a renewal of an existing mandate particularly on the exercising of KPJ ESOS into ordinary shares at the price of RM0.91 per ordinary share. (ii) The proceeds raised from the previous mandate were RM114,998,952. (iii) The proceeds were utilized for working capital purposes. (iv) The authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to placement of shares, for the purpose of funding future investment(s), project(s), working capital and/or acquisitions. (ii) Agenda 7 – Proposed Renewal of the Share Buy-Back Authority (Proposed Share Buy Back) The proposed Ordinary Resolution 12 if passed will empower the Directors of the Company to utilise any of its surplus financial resources to purchase the Company’s own shares through Bursa Malaysia at any time within the time stipulated by utilizing the funds allocated out of the audited retained profit of the Company. (iii) Agenda 8 – Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (Proposed Shareholders’ Mandate) The proposed Ordinary Resolution 13 if passed, is primarily to authorise the Company and/its subsidiaries ( Group ) to enter into arrangements or transactions with Related Parties, particulars of which are set out in the Circular to Shareholders dated 19 March 2019 ( Circular ) circulated together with this Integrated Report, which are necessary for the day-to-day operations of the Group and are based on normal commercial terms that are not more favourable to the Related Parties than those generally made to the public. The procurement of the Proposed Shareholders’ Mandate would reduce substantially administrative time, effort and expenses associated with the convening of separate general meetings to seek shareholders’ approval as and when potential Recurrent Related Party Transactions arise. (iv) For the Proposed Share Buy Back and Proposed Shareholders’ Mandate, please refer the details in the Circular to Shareholders dated 19 March 2019. NOTICE OF ANNUAL GENERAL MEETING