Notice of Annual General Meeting
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Notice of Annual General Meeting Annual Report 2005 NOTICE IS HEREBY GIVEN that the Thirty-Fifth Annual General Meeting of the Company will be held at Junior Ballroom 2, Level 2, Hotel Nikko, 165 Jalan Ampang, 50450 Kuala Lumpur on 29 June 2006 at 2.30pm for the following purposes:- AGENDA 1. To receive and adopt the Statutory Financial Statements for the year ended (Resolution 1) 31 December 2005 and the Reports of the Directors and Auditors thereon. 2 To approve the payment of Directors’ fees for the year ended 31 December 2005 (Resolution 2) 3. To re-elect the following Directors retiring in accordance with Article 80 of the Company’s Articles of Association and being eligible, offer themselves for re-election: i) Muhammad Nasir Bin Puteh (Resolution 3) ii) Yusof Ali Bin Haji M. Zain (Resolution 4) iii) Hazli Bin Ibrahim (Resolution 5) 4. To re-appoint Auditors and to authorise the Directors to fix their remuneration. (Resolution 6) 5. To transact any other business of which due notice have been given. BY ORDER OF THE BOARD YEAP KOK LEONG (MAICSA NO. 0862549) Company Secretary Dated this 6 June 2006 Kuala Lumpur NOTES:- 1. A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy may, but need not, be a member of the Company and a member may appoint any person to be his proxy without limitation and the provision of Section 149(1) (b) of the Companies Act 1965 shall apply to the Co m p a n y 2. Wh e r e a member of the Company is an authorised nominee as defined under the Security Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly au t h o r i s e d . 4. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. 5. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall deposited at the Registered Office of the Company at 20th Floor, East Wing, Plaza Permata, Jalan Kampar Off Jalan Tun Razak, 50400 Kuala Lumpur, not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof. 1 Statement Accompanying Notice of AGM M E N T I G A Corporation Berhad 1) Directors who are standing for re-election The Directors who are offering themselves for re-election at the Thirty-Fifth Annual General Meeting of the Company are as follows: Article 80 i) Muhammad Nasir Bin Puteh ii) Yusof Ali Bin Haji M. Zain iii) Hazli Bin Ibrahim 2) Details of attendance of Directors at Board meetings The details of attendance of each Director at Board meetings are laid out on pages 15 of this Annual Report. 3) Date, Time and Place of the Thirty-Fifth Annual General Meeting The Annual General Meeting will be held at at Junior Ballroom 2, Level 2, Hotel Nikko, 165 Jalan Ampang, 50450 Kuala Lumpur on 29 June 2006 at 2.30pm 4) Details on Directors who are standing for re-election i) Details of Directors standing for re-election are set out on page no 9 to 11 of this Annual Report. ii) None of the Directors standing for re-election have been convicted of offences within the past 10 years other than traffic offences, if any. 2 Report Of The Audit Committee Annual Report 2005 MEMBERS AND MEETINGS The Audit Committee comprises of two Independent Non-Executive Directors and one Non-Independent Non-Executive Director of the Board. The Committee had five (5) meetings during the financial year. Details of the members and the attendance of the meetings are as follows: No. of Meetings attended Bahudin Bin Mansor (Chairman) 5/5 Dato’ Haji Mohd Ali Hanafiah Bin Sh Ruji 5/5 Hazli Bin Ibrahim 5/5 The External Auditor was invited to attend the meeting when the annual financial statement was being tabled. Other members of senior management of the Group attended some of these meetings upon invitation by the Chairman of the Committee. SUMMARY OF ACTIVITIES During the period, the Audit committee carried out its duties as set in the terms of reference. Other main issues discussed by the Audit Committee were as follows i. Reviewed the quarterly results of the Group and made recommendations to the Board for approval. ii. The disclosure requirements of the Listing Requirements of Bursa Malaysia Securities Berhad. iii. Evaluate the performance of external auditors and make recommendation to the Board (subject to the shareholders’ approval) on their appointment, scope of work, etc GROUP INTERNAL AUDIT The Board intends to set up an Internal Audit Division to provide an independent assessment an adequacy efficiency and effectiveness of internal control procedures and to ensure that there is no potential risk exposure over key business processes within the Group. The present level of operation and limited human resources in the Group does not justify the setting up of Group Internal Audit Function. TERMS OF REFERENCE OF AUDIT COMMITTEE 1.0 MEMBERSHIP 1.1 The Committee shall be appointed by the Board of Directors amongst the Directors of the Company which fulfils the following requirements: 3 Report Of The Audit Committee M E N T I G A Corporation Berhad (a) the Committee must be composed of no fewer than 3 members; (b) a majority of the Committee must be independent director; and (c) at least one member of the Committee: (i) must be a member of the Malaysian Institute of Accountants; or (ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience and: (a) he must have passed the examinations specified in art I of the 1st Schedule of the Accountant Act 1967; or (b ) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountant Act 1967. (iii) (a) a degree/masters/doctorate in accounting or finance and at least 3 years' post qualifications experience in accounting or finance; or (b) at least 7 years’ experience being a chief financial officer of a corporation or having the function of being primarily responsible for the management of the financial affairs of a corporation. 1.2 The members of the Committee shall elect a Chairman from among themselves who shall be an independent director. 1.3 No alternate director shall be appointed as a member of the Committee. 1.4 In the event of any vacancy in the Committee resulting in the non-compliance of the listing requirement of the Exchange pertaining to composition of audit committee, the Board of Directors shall within three months of that event fill the vacancy. 1.5 The terms of office and performance of the Committee and each of its members must be reviewed by the Board of Directors at least once every 3 years to determine whether the Committee and its members have carried out their duties in accordance with their terms of reference. 2.0 MEETINGS 2.1 Frequency 2.1.1 Meetings shall be held not less than four times a year. 2.1.2 Upon the request of the external auditor, the Chairman of the Committee shall convene a meeting of the Committee to consider any matter the external auditor believes should be brought to the attention of the Directors or shareholders. 4 Report Of The Audit Committee Annual Report 2005 2.2 Quorum 2.2.1 A quorum shall consist of a majority of independent directors. 2.3 Secretary 2.3.1 The Company Secretary shall be the Secretary of the Committee or in his absence, another authorized by the Chairman of the Committee. 2.4 Attendance 2.4.1 The Financial Director, the Head of Internal Audit (where such a function exists) and a representative of the external auditor shall normally attend meetings. 2.4.2 Other Directors and employees may attend any particular meeting only at the Committee’s invitation, specific to the relevant meeting. 2.4.3 At least once a year, the Committee shall meet with the external auditors without any executive Board members present. 2.5 Reporting Procedure 2.5.1 The minutes of each meeting shall be circulated to all members of the Board. 2.6 Meeting Procedure The Committee shall regulate its own procedure, in particular:- (a) the calling for meetings (b) the notice to be given of such meetings (c) the voting and proceedings of such meeting (d) the keeping of minutes; and (e) the custody, production and inspection of such minutes 3.0 RIGHTS The Committee in performing its duties shall in accordance with a procedure to be determined by the Board of Directors: (a) have authority to investigate any matter within its terms of reference (b) have the resources which are required to perform its duties (c) have full and unrestricted access to any information pertaining to the Company 5 Report Of The Audit Committee M E N T I G A Corporation Berhad (d) have direct communication channels with the external auditor and person(s) carrying out the internal audit function or activity (if any) (e) be able to obtain independent professional or other advice; and (f) be able to convene meetings with external auditors, excluding the attendance of the executive members of the committee, whenever deemed necessary.