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Heineken Malaysia Berhad
Company no. 5350-X
Page
29 of 51
92.
The fees of each of the Directors shall be such fixed sum as shall from
time to time be determined by an ordinary resolution of the Company
and shall (unless such resolution otherwise provided) be divisible
among the Directors as they may agree, or, failing agreement, equally,
except that any Director who shall hold office for part only of the
period in respect of which such fees are payable shall be entitled only
to rank in such division for a proportion of the fees relating to the
period during which he has held office Provided Always that:
92.1 fees payable to non-executive Directors shall be a fixed sum,
and not by a commission on or percentage of profits or
turnover;
92.2 salaries payable to executive Directors may not include a
commission on or percentage of turnover;
92.3 fees of Directors, and any benefits payable to Directors shall
be subject to annual shareholder approval at a general
meeting;
92.4 any fee paid to an Alternate Director shall be agreed upon
between himself and the Director nominating him and shall be
paid out of the remuneration of the latter.
Remuneration
93.
93.1 Subject to the approval of the members, the Directors shall be
entitled to be reimbursed for all travelling or such reasonable
expenses as may be incurred in attending and returning from
meetings of the Directors or of any committee of the Directors
or meetings of members or otherwise howsoever in or about
the business of the Company in the course of the performance
of their duties.
93.2 If by arrangement with the Directors, any Director shall perform
or render any special duties or services outside his ordinary
duties as a Director in particular without limiting to the
generality of the foregoing if any Director being willing shall be
called upon to perform extra services of to make any special
exertions in going or residing away from his usual place of
business or residence for any of the purposes of the Company
or in giving special attention to the business of the Company
as a member of a committee of Directors, subject to the
approval of the members, the Company may pay him special
remuneration, in addition to his Directors’ fees, and such
special remuneration may be by way of a fixed sum, or
otherwise as may be arranged.
Reimbursement
and special
remuneration