STAR MEDIA GROUP BERHAD

(Company No.: 10894-D)

("Star" or "the Company")

Summary record of the proceedings of the Forty-Eighth Annual General Meeting ("48th AGM" or "the Meeting") of the Company held at the Broadcast Venue, Cyberhub, Level 2, Menara Star, 15, Jalan 16/11, 46350 Petaling Jaya, Selangor Darul Ehsan on Monday, 22 June 2020 at 10.00 a.m. by electronic means through live webcast.

PRESENT

Directors

  • : Mr Chan Seng Fatt (Chairman of the Meeting, Independent Non-Executive Director) (also proxy for shareholders)

    Madam Wong You Fong (Independent Non-Executive Director) Mr Loh Chee Can (Independent Non-Executive Director)

    BY LIVE WEBCAST Directors

  • : Dato' Fu Ah Kiow (Chairman and Independent Non-Executive Director) Dato' Dr Mohd Aminuddin bin Mohd Rouse (Non-Independent Non-Executive Director)

    Mr Choong Tuck Oon (Independent Non-Executive Director)

    Absent with apologies

  • : Tan Sri Dato' Sri Kuan Peng Soon (Deputy Chairman and Non-Independent Non-Executive Director

    In Attendance

  • : Management

    Mr Sam Au (Group Chief Financial Officer) Ms Esther Ng (Chief Content Officer)

    Ms Lydia Wang (Chief Revenue Officer)

    Mr Kang Yew Jin (Group Chief Technology Officer) Mr Freddy Loo (Senior General Manager, Analytics) Mr Terence Raj (General Manager, Group People)

    Ms Lam Swee Kim (Chief Marketing Officer, SMG Entertainment Sdn Bhd) Ms Soh Sze Jean (Senior General Counsel)

    Ms Chai Ming Jye (Assistant General Manager, Internal Audit)

    Pn Siti Hajar Binti Abdul Rahman (Senior Manager, Corporate Communication)

    External Auditors

    Mr Tang Seng Choon (Engagement Partner, Messrs BDO PLT)

    Mr Brendan Francis Lim Jern Zhen (Audit Engagement Director, Messrs BDO PLT)

    Secretary

    Ms Kimberly Hoh (Group Company Secretary)

Star Media Group Berhad

Summary record of proceedings of the 48th AGM held on 22 June 2020

Poll Administrator

Ms Wong Yoke Fun (Director, Tricor Investor & Issuing House Services Sdn Bhd)

Scrutineer

Mr Chuah Poo Sian (Director, Coopers Professional Scrutineers Sdn Bhd)

Shareholders : Attendance by live webcast

1.

WELCOME BY CHAIRMAN OF THE MEETING

  • 1.1 Mr Chan Seng Fatt presided as Chairman of the Meeting (hereinafter referred to as "the Chairman"). He welcomed all to the 48th AGM of the Company and informed that the proceeding of the Meeting would be conducted via online live webcast in accordance with Clause 69 of the Company's Constitution, Section 327 of the Companies Act 2016 and the Securities Commission Malaysia ("SC") Guidance Notes.

  • 1.2 The Chairman informed that the Company was in compliance with the SC's Revised Guidance Note dated 18 June 2020 whereby participants who are above the age of 60 years old are not allowed to be physically present at the meeting/broadcast venue in accordance to the Standard Operating Procedure ("SOP") by the Majlis Keselamatan

    Negara ("MKN") in conducting meetings. Hence, all the board members who are above the age of 60 years old participated the AGM remotely. Mr Chan informed that he had consented to his appointment as Chairman of the Meeting in accordance with Clause 78 of the Company's Constitution.

  • 1.3 The Chairman acknowledged all the shareholders had pre-registered to join the Meeting to participate and vote via Remote Participation & Voting ("RPV") facilities provided by our Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd ("Tricor").

  • 1.4 The Chairman then introduced the Directors, Group CFO and Company Secretary as well as the representatives from the external audit firm, Messrs BDO PLT, Poll Administrator, Tricor and Independent Scrutineer, Coopers Professional Scrutineers Sdn Bhd

    ("Coopers") who were present at the broadcast venue. He also conveyed the apologies for Tan Sri Kuan Peng Soon for not being able to attend the Meeting.

  • 2. QUORUM OF MEETING

    The Company Secretary confirmed that a quorum was present and the Chairman declared that the AGM open.

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Star Media Group Berhad

Summary record of proceedings of the 48th AGM held on 22 June 2020

  • 3. NOTICE

    The Notice convening the Meeting, having been in the hands of the shareholders for the requisite period, was with the concurrence of the meeting, taken as read.

  • 4. SUMMARY OF PROXIES RECEIVED

    As part of good governance, Chairman informed that the Company had received in total thirty (30) valid proxy forms from shareholders for a total of 401,440,860 ordinary shares representing 55% of the total share capital of the Company. Out of those, there were seven (7) shareholders who appointed the Chairman as proxy to vote on their behalf and the shares so represented were 1,490,500 or 0.2% of the total share capital of the Company. The Chairman would vote in accordance with the respective instructions on all of the resolutions to be voted on at this AGM.

  • 5. PROCEDURES OF MEETING

  • 5.1 The Chairman informed that the voting at the 48th AGM would be conducted by poll pursuant to paragraph 8.29A of the Main Market Listing Requirements ("LR") of Bursa Malaysia Securities Berhad ("Bursa Malaysia") by way of electronic voting ("e-voting") via RPV on TIIH Online.

  • 5.2 The polling process was facilitated by Tricor and the poll results were verified by Coopers, an independent scrutineer appointed by the Company.

  • 5.3 Shareholders who attended the 48th AGM via live webcast were briefed on the e-voting process. The voting session commenced from the start of the Meeting at 10.00 a.m.

  • 5.4 The Chairman informed the shareholders on the posting of questions during the AGM using the query box function. Meanwhile, the Company would endeavor to address all relevant questions. He also informed that the Company would response to the shareholders directly after the AGM if their questions were not addressed during the Meeting.

  • 5.5 The Chairman further informed that the Company had received questions posed by a certain individual shareholder in essence relates directly to a complain made by this shareholder on the Chairman of the Board, Dato' Fu Ah Kiow to the regulatory bodies in June 2020. Dato' Fu has since taken a legal action against this shareholder which he was of the opinion defamatory of him. Hence, the Chairman made a ruling that questions pertaining to the allegation would not be answered at the Meeting as the matter is currently pending in Court.

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Star Media Group Berhad

Summary record of proceedings of the 48th AGM held on 22 June 2020

ORDINARY BUSINESS

  • 6. AUDITED FINANCIAL STATEMENTS ("AFS") FOR THE FINANCIAL YEAR ENDED 2019 ("FYE 2019") TOGETHER WITH THE REPORT OF THE DIRECTORS AND THE AUDITORS THEREON

    The Chairman informed the Meeting that the AFS of the Company for the FYE 2019 were meant for discussion only as it did not require shareholders' approval. Hence, it would not be put for voting.

  • 7. RE-ELECTION OF DATO' FU AH KIOW AS DIRECTOR OF THE COMPANY (Ordinary Resolution 1)

  • 7.1 In accordance with Clause 116 of the Company's Constitution, Dato' Fu Ah Kiow retired as a Director of the Company and being eligible, had offered himself for re-election.

    Ms Yap Pek Pooi proposed the motion as follows:

    "THAT, the re-election of Dato' Fu Ah Kiow as a Director of the Company be hereby approved."

    The motion was seconded by Ms Mah Seng Ling.

  • 8. RE-ELECTION OF MADAM WONG YOU FONG AS DIRECTOR OF THE COMPANY

    (Ordinary Resolution 2)

  • 8.1 In accordance with Clause 116 of the Company's Constitution, Madam Wong You Fong retired as a Director of the Company and being eligible, had offered herself for re-election.

    Ms Yap Pek Pooi proposed the motion as follows:

    "THAT, the re-election of Madam Wong You Fong as a Director of the Company be hereby approved."

    The motion was seconded by Ms Mah Seng Ling.

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Star Media Group Berhad

Summary record of proceedings of the 48th AGM held on 22 June 2020

  • 9. PAYMENT OF DIRECTORS' FEES UP TO AN AMOUNT OF RM700,000 TO

    THE NON-EXECUTIVE DIRECTORS ("NEDs") FOR THE FYE 2019

    (Ordinary Resolution 3)

  • 9.1 The Chairman informed that Ordinary Resolution 3 was to seek shareholders' approval on the payment of directors' fees up to an amount of RM700,000 to the NEDs of the Company for FYE 2019. There was no increase in the fees for the NED compared to the last financial year.

    Ms Yap Pek Pooi proposed the motion as follows:

    "THAT, the payment of Directors' fees up to an amount of RM700,000 to the Non-Executive Directors in respect of the financial year ended 31 December 2019 be approved."

    The motion was seconded by Ms Mah Seng Ling.

  • 10. PAYMENT OF DIRECTORS' BENEFITS (EXCLUDING DIRECTORS' FEES) TO THE NEDs UP TO RM500,000 FROM THE CONCLUSION OF 48TH AGM UNTIL THE NEXT AGM OF THE COMPANY

    (Ordinary Resolution 4)

  • 10.1 The Chairman informed that Ordinary Resolution 4 was to approve the payment of NEDs' benefits up to RM500,000 from the conclusion of the 48th AGM until the next AGM of the Company. There was no increase in the payment of Directors' benefits.

    Ms Yap Pek Pooi proposed the motion as follows:

    "THAT, the payment of Directors' benefits (excluding Directors' fees) to the NEDs up to RM500,000 from the conclusion of the 48th AGM until the next AGM of the Company be approved."

    The motion was seconded by Ms Mah Seng Ling.

  • 11. RE-APPOINTMENT OF MESSRS BDO PLT AS AUDITORS OF THE COMPANY

    (Ordinary Resolution 5)

  • 11.1 The Chairman informed that Messrs BDO PLT have confirmed their willingness to accept re-appointment as Auditors of the Company.

    Ms Yap Pek Pooi proposed the motion as follows:

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Star Media Group Bhd published this content on 07 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 April 2022 07:52:09 UTC.