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Axiata Group Berhad | Annual Report 2016
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Meeting. In accordance with Section 131 of the Companies Act 2016, a company may only make a distribution to the shareholders out of profits of
the company available, if it is solvent. In declaring the Final Dividend, the Board as required under Section 132(2) and (3) of the Companies Act 2016,
had considered the amount of dividend and is satisfied that the Company will be solvent immediately after the distribution is made and within 12
months immediately after the distribution.
Pursuant to paragraph 8.26 of the of the Main LR, the Final Dividend, if approved, shall be paid no later than three months from the date of the
shareholders’ approval. The Book Closure Date will be announced after the AGM.
Re-election of Directors who retire pursuant to Articles 93 and 99 (ii)
12. Article 93 provides that one-third of the Directors of the Company for the time being shall retire by rotation at an Annual General Meeting of the
Company. All the Directors shall retire from office once at least in each three years but shall be eligible for re-election. Dr Muhamad Chatib Basri and
Kenneth Shen are standing for re-election as Directors and being eligible, have offered themselves for re-election. Dr Muhamad Chatib Basri, who is
Independent Non-Executive Director (INED), has reaffirmed his independence based on independence criteria applied by the Company which is also
used in the yearly assessment of INEDs independence and fulfilled the independence definitions as prescribed under the Main LR.
Article 99 (ii) provides that any Director appointed during the year shall hold office only until the next following Annual General Meeting and shall
then be eligible for re-election. Dato’ Mohd Izzaddin Idris and Dato Dr Nik Ramlah Nik Mahmood who were appointed on 24 November 2016 and
21 March 2017 respectively are standing for re-election as Director and being eligible, have offered themselves for re-election.
Re-appointment of Directors
13.
Tan Sri Ghazzali Sheikh Abdul Khalid and Datuk Azzat Kamaludin, both of whom are above the age of 70, were re-appointed pursuant to Section
129 of the Companies Act 1965 at the 24th Annual General Meeting held on 25 May 2016 to hold office until the conclusion of the next Annual
General Meeting. Their term of office, therefore will end at the conclusion of this Annual General Meeting.
With the coming into force of the Companies Act 2016 on 31 January 2017, which repealed Section 129 of the Companies Act 1965, there is no age
limit for directors. These Ordinary Resolutions 6 and 7, if passed, will approve and authorise the continuation of the Directors in office from the date
of this Annual General Meeting and they shall be thereafter subject to retirement by rotation.
The Board has recommended the re-election and re-appointment of the abovementioned Directors. Details of the assessment of the Directors
seeking re-election and re-appointment, save for Dato’ Mohd Izzaddin Idris and Dato Dr Nik Ramlah Nik Mahmood, are provided in the Statement on
Corporate Governance on page 82 of the 2016 Annual Report. Their profiles are set out in the Profile of Directors’ section of the 2016 Annual Report
from pages 55 to 59.
Directors’ Fees and Benefits Payable by the Company
14.
a)
Article 106 (i) provides that the fees payable to the Directors shall from time to time be determined by an ordinary resolution of the Company
in general meeting. Such fees cannot be increased except pursuant to an ordinary resolution passed at the Company’s general meeting.
Therefore, shareholders’ approval is required for the payment of Directors’ fees.
Shareholders’ approval on the Directors’ fees for Board and Board Committees was obtained at the 24th Annual General Meeting held on 25
May 2016 and there is no revision to any of the fees. Details of Directors’ fees paid to NEDs are set-out on page 86 of the 2016 Annual Report.
b)
Approval of the shareholders is sought pursuant to Section 230(1) of the Companies Act 2016, which came into force on 31 January 2017,
stipulating amongst others, that the fees and benefits payable to the directors of a listed company shall be approved at a general meeting.
The benefits payable to the NEDs shall comprise the following:-
i)
Meeting Allowance
Board/Board Committees
Meeting Allowance (RM)
NEC
NED
Board of Directors
3,000.00
2,000.00
Board Audit Committee
3,000.00
2,000.00
Board Nomination Committee
1,500.00
1,000.00
Board Remuneration Committee
1,500.00
1,000.00
Other Board Committees
1,500.00
1,000.00
For reference and estimate, the amount of Meeting Allowances paid to NEDs of Axiata for Board and Board Committee meetings held
in FY16 are disclosed on page 86 of the 2016 Annual Report.
NOTICE OF ANNUAL GENERAL MEETING
AGM INFORMATION