SCB Prospectus - Announcements - Bursa Malaysia

Company No. 462648-V
14. ADDITIONAL INFORMATION (CONT’D)
arranged. PROVIDED THAT no Director (non-executive or executive) shall be
remunerated by a commission on or percentage of turnover and that nothing herein
shall prejudice the power of the Directors to appoint any of their number to be the
employee or agent of the Company at such remuneration which shall not include a
commission on or percentage of turnover. The fee payable to non-executive Directors
shall be fixed sums as shall be determined by the Company in general meeting.
Article 76
The Directors may from time to time appoint any one of or more of their body to be the
Managing Director of the Company and may from time to time (subject to the
provisions of any contract between him and the Company) remove or dismiss him
from office and appoint another in his place. Where the period of appointment of the
Managing Director is for a fixed term, the term shall not exceed five (5) years with
powers to the Directors to re-appoint thereafter, and upon such terms as they think fit.
The Company may vest in the Managing Director such of the powers hereby vested in
the Directors generally as they may think fit and such powers may be made
exercisable for such period or periods upon such conditions and subject to such
restrictions and generally upon such terms to remuneration and otherwise as they
may determine and may from time to time revoke, withdraw, alter or vary all or any of
such powers and subject thereto, shall always be under the control of the Board of
Directors. The remuneration of a Managing Director may be by way of salary or
commission or participation in profits or by any or all those modes but shall not include
a commission on or percentage of turnover.
Article 78
(4) An alternate Director may be repaid by the Company such expenses as
might properly be repaid to him if he were a Director and he shall be entitled
to receive from the Company such proportion (if any) of the remuneration
otherwise payable to his appointer as such appointer may by notice in writing
to the Company from time to time direct, but save as aforesaid he shall not in
respect of such appointment be entitled to receive any remuneration from the
Company.
(iii) Voting and Borrowing Powers of Our Directors
The provisions in the Articles dealing with the voting and borrowing powers of the
Directors of the Company including voting powers in relation to proposals,
arrangements or contracts in which they are interested are as follows:-
Article 78
(3) An alternate Director shall be entitled (subject to his giving to the Company
an address within Malaysia at which notices may be served on him) to
receive notice of meetings of the Directors and to attend and vote as a
Director at any such meeting at which the Director appointing him is not
personally present and generally in the absence of his appointer to perform
all the functions of his appointer as a Director.
Article 86
The Directors may from time to time at their discretion raise or borrow for the purpose
of the Company such sums of moneys, as they think proper.
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