Page 18 - HRC_Annual_Report_2023

16 About HRC Value Creation Management Discussion Leadership
& Analysis

NOTICE OF 65 ANNUAL GENERAL MEETING
TH

Explanatory Notes: Re-election of Mr Surinderdeep Singh a/l Mohindar Singh as a
Director of the Company
a. Agenda No 1
(i) He has a relevant mix of experience, skill, knowledge, expertise
This item is meant for discussion only. The provisions of Section 340(1)(a) and core competency that is beneficial to the Company,
of the Act require that the audited financial statements and the Reports including human resource and development, accounting and
of the Directors and Auditors thereon be laid before the Company at finance, internal controls, corporate governance and information
its AGM. As such, this Agenda item is not a business which requires a technology;
resolution to be put to vote by shareholders.
(ii) He has a good understanding of the duties, obligations and
b. Ordinary Resolutions No 1, No 2 and No 3 responsibilities as a director and provide useful recommendations
Article 81(c) of the Constitution of the Company provides that one-third in assisting the Board for a better decision making; and
(1/3) or the number nearest to one-third (1/3) of the Directors for the (iii) As the Chair of the BNRC, he leads BNRC’s annual evaluation of
time being, shall retire from office at the conclusion of every annual the Board composition to ensure that it has the appropriate size,
general meeting, provided always that all Directors shall retire from office balance and composition of the Board, the required mix of
at least once in every three (3) years, but shall be eligible for re-election. skills, experience and other qualities, the independence of
As the Board currently consists of six (6) directors, two (2) directors, the Independent Directors, Board diversity in terms of gender
i.e. Mr Wang, YouDe and Mr Surinderdeep Singh a/l Mohindar Singh, and age, and consideration of the Fit and Proper assessment,
shall retire in accordance with Article 81(c) at the upcoming AGM. and core competencies which the Directors shall bring to the Board
to ensure that they are in line with the Company’s requirements.
In addition, Article 81(h) of the Constitution of the Company provides
that any Director appointed during the year shall hold office only until Re-election of Ms Li, XiaoXia as a Director of the Company
the next AGM and shall be eligible for re-election. Ms Li, XiaoXia was
appointed as Independent Non-Executive Director of the Company on (i) She has a relevant mix of experience, skill, knowledge, expertise
8 December 2023, and she has offered herself for re-election at the and core competency that is beneficial to the Company,
th
65 AGM. including banking, economics and finance, internal controls,
risk management and human resource and development;
In consideration of the three members of the Board Nominating and
Remuneration Committee (“BNRC”) will retire at the 65 AGM (ii) She has good understanding of the roles, duties and obligations of
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and have abstained from participating in deliberations and voting, a director, adds value to board meetings and takes initiative to
the Board (save for the three retiring Directors) have discussed and request for more information; and
considered the following aspects to determine the eligibility of each (iii) She sufficiently identifies principal financial risks that may have a
Director who stand for re-election at the 65 AGM: considerable impact on the Company and set the risk appetite
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to ensure that there is an appropriate risk management framework
(i) The tenure of the Director and the Company’s Directors’ Rotation to identify, analyse, evaluate, manage and monitor significant
List;
financial and non-financial risks.
(ii) The Director’s performance, based on results of the Board
Effectiveness Assessment for the year 2023 (“BEA 2023”) which were c. Ordinary Resolution No 4
conducted using peer and self reviews; The Company has received a Notice of Nomination dated 15 April 2024
(iii) Fit and Proper assessment on the Director’s integrity, expertise, from its major shareholder, Malaysia Hengyuan International Limited,
knowledge, experience and core competencies as well as the time nominating KPMG PLT, as auditors of the Company for the financial
commitment; year ending 31 December 2024 in place of the outgoing auditors,
PricewaterhouseCoopers PLT. The proposed change of auditors is
(iv) The Director’s independence criteria as set out in the Listing to ensure a more coherent and efficient external audit process as the
Requirements; and holding Company is engaging KPMG PLT.
(v) The Director’s level of contribution to the Board, taking into account The Board Audit Committee and Board of Directors have considered
the key business strategies.
the profile, adequacy of the resources, experience and fee proposal
On 26 March 2024, the Board (save for the three retiring Directors) of KPMG PLT, and recommended the nomination of KPMG PLT as
discussed and supported the re-election of the retiring Directors, with the auditors of the Company.
following justifications:
KPMG PLT’s appointment as the auditors of the Company is subject to
th
Re-election of Mr Wang, YouDe as a Director of the Company the approval of the shareholders at the 65 AGM. The proposed
Resolution No 4, if passed, KPMG PLT shall hold office until conclusion
(i) He has a relevant mix of experience, skill, knowledge, expertise of the next annual general meeting of the Company.
and core competency that is beneficial to the Company,
including industry specific knowledge and oil and gas business A copy of the Notice of Nomination is annexed as “Appendix A” in the
strategy, project management and engineering, contracting and Company’s Annual Report 2023.
procurement, human resource and development, internal control
and risk management;
(ii) He demonstrates and commands effective leadership of the Board,
oversees effective decision-making process and ensures crucial
alternatives are considered; and
(iii) He aims to ensure that the Board’s workload is appropriately
managed and, where suitable, allocated to established Board
Committees with specific terms of reference approved by the Board.