142
JAYA TIASA HOLDINGS BERHAD
EXPLANATORY NOTE ON ORDINARY BUSINESS
Receiving of the Audited Financial Statements
Agenda item no. 1 is meant for discussion only as the provision of Section 169(1) of the Act does not require a formal
approval of shareholders for the Audited Financial Statements. Agenda is therefore not put forward for voting.
EXPLANATORY NOTES ON SPECIAL BUSINESS
1.
Continuation in offices as Independent Directors
Ordinary Resolutions No. 7 and 8
The Board has via the Nomination Committee conducted an annual performance evaluation and assessment of Gen
(Rtd) Tan Sri Abdul Rahman Bin Abdul Hamid and Mr John Leong Chung Loong, who had served as Independent
Non-Executive Directors of the Company for a cumulative term of more than nine years and recommended them to
continue to act as Independent Non-Executive Directors of the Company based on the following justifications:
• they fulfilled the criteria under the definition of Independent Director as set out in the Listing Requirements of
Bursa Malaysia Securities Berhad and therefore are able to bring independent and objective judgment to the
Board;
• they are experienced independent directors who over the years have developed increased insight into the
Company and the business operations of the Group;
• they have been very committed and had devoted sufficient time to their responsibilities as Independent Non-
Executive Directors of the Company; and
• they have exercised due care during their tenure as Independent Non- Executive Directors of the Company
and carried out their responsibilities in the interest of the Company and shareholders.
2.
Proposed Renewal of Authority for the Company to Purchase its Own Shares
The Proposed Ordinary Resolution No. 9 if passed, will authorise the Company to purchase up to 10% of the issued
and paid-up share capital of the Company through Bursa Malaysia Securities Berhad.
3.
Proposed Shareholders’ Mandate for Recurrent Related Party Transactions
The Proposed Ordinary Resolution No. 10 if passed, will enable the Company and/or its subsidiaries to enter into
recurrent related party transactions involving the interests of Related Parties, which are of a revenue or trading nature
necessary for the Group’s day-to-day operations and the transactions being carried out are in the ordinary course
of business on terms not to the detriment of the minority shareholders of the Company.
4.
Please refer to the Circular to Shareholders dated 30 October 2015 which is circulated together with this Annual
Report for further information on the Proposed Share Buy-Back and the Proposed Shareholders’ Mandate for
Recurrent Related Party Transactions.
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING
The Directors standing for re-election pursuant to Article 78 of the Company’s Articles of Association are:-
(a)
Dato’ Sri Dr Tiong Ik King
(b)
Mdm Tiong Choon
The Director standing for re-appointment pursuant to Section 129(6) of the Companies Act, 1965, is Gen (Rtd) Tan Sri
Abdul Rahman Bin Abdul Hamid.
The Directors seeking for continuation in offices as Independent Directors pursuant to Recommendation 3.3 of MCCG
2012 are Gen (Rtd) Tan Sri Abdul Rahman Bin Abdul Hamid and Mr John Leong Chung Loong.
The profiles of the above Directors are set out in the section entitled ‘Directors’ Profile’ on pages 5 to 9. Their shareholdings
in the Company are set out in the section entitled ‘Analysis of Shareholdings’ on pages 133 to 136 of this annual report.
NOTICE OF ANNUAL GENERAL MEETING (cont’d)
