2012 Annual Report - Media Prima Berhad

Media Prima Berhad
Notice of
Annual General Meeting
Notes:-
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies
(or in the case of a corporation, to appoint a representative) to attend and vote in his stead. A proxy need not be
a member of the Company.
2. The Proxy Form must be signed by the appointor or his attorney duly authorised in writing. In the case of a
corporation, it shall be executed under its Common Seal or signed by its attorney duly authorised in writing or by
an officer on behalf of the corporation.
3. The instrument appointing the proxy must be deposited with the Registrar, Symphony Share Registrars Sdn Bhd,
Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor, Malaysia not
less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
4. Explanatory Notes on Special Business:
a. Ordinary Resolution 7 – Redesignation and retention of Tan Sri Lee Lam Thye as Independent Non-Executive
Director of the Company pursuant to Recommendation 3.3 of the Malaysian Code on Corporate Governance
2012
The Nomination Committee has assessed the independence of Tan Sri Lee Lam Thye, who has served as an
Independent Non-Executive Director of the Company for a term of nine years, and recommended him to
continue to act as an Independent Non-Executive Director of the Company on the following justifications:
i. He fulfills the criteria stated under the definition of Independent Director as defined in the Listing
Requirements of Bursa Malaysia Securities Berhad and he is able to provide proper checks and balances
thus bring an element of objectivity to the Board of Directors.
ii. Tan Sri Lee Lam Thye has vast experience in a diverse range of businesses and has an unerringly acute
understanding of the socio-economic infrastructure of the nation. He currently serves as the Chairman of the
National institute of Occupational Safety & Health under the Ministry of Human resource. He is also the
Chairman of the SP Setia Foundation and Vice Chairman of the Malaysia Crime Prevention Foundation.
Previously he served as a Member of the Special Royal Commission, set up to enhance the operations and
Management of the Royal Malaysian Police. He was also Chairman of the National Service Training Council
and a former Member of the Malaysian Human Rights Commission. Before retiring from politics in 1990, Tan
Sri Lee Lam Thye served as the State Legislative Assemblyman for Bukit Nenas, Selangor from 1969 to
1974 and from 1974 to 1990 as the Member of Parliament for Bandar Kuala Lumpur/Bukit Bintang.
YBhg Tan Sri Lee Lam Thye is a highly regarded social activist in the country with experience in broad
areas of social services and community welfare. Based on this and his vast networking throughout the
years, Tan Sri has been able to provide constructive opinions and exercise independent judgment and has
the ability to act in the best interest of the Company.
iii. He has always actively participated in Board and Board Committees discussions and has continuously
provided an independent view to the Board.
iv. He has the calibre, qualifications, experiences and personal qualities to consistently challenge management
in an effective and constructive manner.
b. Ordinary Resolution 8
Please refer to Part A of the Statement to Shareholders dated 1 April 2013 for further information.
c. Special Resolution 9
Please refer to Part B of the Statement to Shareholders dated 1 April 2013 for further information.
272
annual
report
2012