DRIVING IT UP
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ANNUAL REPORT 2016
Notice of Annual General Meeting
(Cont’d)
Explanatory Notes:
(a)
The proposed ordinary Resolution 2 above, if passed, will facilitate the payment of Directors’ fees during
the financial year in which the fees are incurred, that is, during the financial year ending 30 April 2017.
The comparative amount for Directors’ fees for the financial year ended 30 April 2016 is unchanged at
S$377,000.
(b)
Dr Wee Li Ann, if re-elected, will continue to serve as a member of the Audit Committee and
Remuneration Committee. She is considered by the Board of Directors as a Non-Independent Director. For
more information on Dr Wee Li Ann, please refer to the “Board of Directors” and “Corporate Governance”
sections in the Annual Report 2016.
(c)
Mr Kazumichi Mandai is considered by the Board of Directors as an Independent Director. For more
information on Mr Kazumichi Mandai, please refer to the “Board of Directors” and “Corporate
Governance” sections in the Annual Report 2016.
(d)
This is to approve and authorise the continuation of Mr Leslie Mah Kim Loong in office, as a Director of
the Company, from the date of this Annual General Meeting onwards without limitation in tenure save for
prevailing applicable laws, listing rules and/or regulations, including the Company’s Constitution. This is
consequent upon the repeal of Section 153 of the Companies Act, Chapter 50 of Singapore, with effect
from 3 January 2016. The resolution passed pursuant to Section 153(6) of the Companies Act at last year’s
Annual General Meeting (as Section 153 was then still in force) could only permit the re-appointment of Mr
Leslie Mah Kim Loong, being over 70 years of age, to hold office as a Director of the Company, until this
Annual General Meeting.
Mr Leslie Mah Kim Loong, if re-elected, will continue to serve as a member of the Audit Committee. He is
considered by the Board of Directors as an Independent Director. For more information on Mr Leslie Mah
Kim Loong, please refer to the “Board of Directors” and “Corporate Governance” sections in the Annual
Report 2016.
(e)
The proposed ordinary resolution 8 above, if passed, will empower the Directors of the Company from
the date of this Annual General Meeting to issue shares in the Company up to the limits as specified in
the resolution for such purposes as they consider would be in the interests of the Company. This authority
will continue in force until the next Annual General Meeting of the Company, unless previously revoked or
varied at a general meeting.
