Notice of Annual General Meeting

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Notice of Annual General Meeting


31 May 2024

NOTICE IS HEREBY GIVEN THAT the 46th Annual General Meeting of Asian Institute of Chartered Bankers [Registration No. 197701004872 (35880-P)] (“Institute”) will be held at the Multipurpose Hall, Level 2, Bangunan AICB, 10 Jalan Dato’ Onn, 50480 Kuala Lumpur, Malaysia on Monday, 24 June 2024 at 10.00 a.m. for the following purposes:

AGENDA

  1. ORDINARY BUSINESS
  1. To receive the Audited Financial Statements of the Institute for the financial year ended 31 December 2023 together with the Reports of the Council and Auditors thereon.
  2. To receive the Audited Financial Statements of the Staff Training Fund for the financial year ended 31 December 2023 together with the Report of the Auditors thereon.
  3. To note the appointment of the following nominees as members of the Council of the Institute (“Council”) for the 2024 / 2025 term of office pursuant to Articles 66(1)(a), 66(1)(b), 66(1)(c) and 66(1)(d) of the Institute’s Constitution:
    Article 66(1)(a):Mr Donald Joshua Jaganathan, FCB
    Article 66(1)(b):Dato’ Khairussaleh Ramli, FCB
    Mr Mohd Rashid Mohamad,CB
    Ms Ng Wei Wei, CB
    Mr Mak Joon Nien
    Dato’ Abdul Rahman Ahmad
    Mr Tan Chor Sen
    Mr Kevin Lam Sai Yoke
    Article 66(1)(c):Madam Tracy Chen Wee Keng, CB
    Ms Lee Jim Leng, FCB
    Article 66(1)(d):Tan Sri Azman Hashim, FCB
    Tan Sri Dato’ Sri Dr Tay Ah Lek, FCB
    Datuk Mohamed Azmi Mahmood, FCB
    Dato’ Howard Choo Kah Hoe, FCB
    Datuk Yvonne Chia, FCB
    Dato’ Ong Eng Bin, FCB
    Tan Sri Abdul Farid Alias, FCB
  4. To re-appoint Messrs Ernst & Young PLT as Auditors of the Institute and authorise the Council to fix their remuneration.
  1. SPECIAL BUSINESS
  2. To consider and if thought fit, to pass the following Special Resolution with or without any modification:
  1. Proposed Amendments to the Institute’s Constitution

    “THAT the Constitution of the Institute be and are hereby amended in the manner set out in Appendix I annexed hereto, subject to the approval of the Minister of Domestic Trade and Cost of Living ("Minister”) on the proposed amendments to the Constitution;

    AND THAT the Members of the Council and the Secretary be and are hereby authorised to take all steps as may be necessary or expedient in order to implement, finalise and give full effect to the said proposed amendments including any modifications or refinements as are required to correct text, or as may be directed and approved by the Members and the Minister, and any amendments required to any of the said Clauses by the Minister and/or Companies Commission of Malaysia.”
  2. To transact any other business duly notified and such other business to be transacted shall be notified in writing to the Secretary, together with the names of the proposers and seconders, not later than five (5) weeks before the date fixed for the Meeting.

By Order of the Council,

Lum Soo Yan (MIA 24562)
SSM PC No.: 201908000567
Secretary

Kuala Lumpur
31 May 2024


NOTES:

  1. Every Member entitled to attend and vote at the Meeting is also entitled to appoint a proxy to attend and vote on his / her behalf at the Meeting.
  2. No Member shall be entitled to vote on any question, either personally or by proxy or corporate representative, at the Meeting of the Institute or a poll, who does not carry voting rights and whose subscription is overdue for three (3) months.
  3. Only Associates, Associate Fellows, Chartered Bankers, Fellows, Life and Corporate Members whose names appear in the Membership Register of the Institute as of 18 June 2024 shall be regarded as entitled to vote at the Meeting. The Membership Register of the Institute is available for inspection at the Institute’s registered address at Level 2, Bangunan AICB, 10 Jalan Dato’ Onn, 50480 Kuala Lumpur, Malaysia.
  4. The instrument appointing a proxy shall be in writing under the hand of the appointer. If the appointer is a Corporate Member, it must be either under seal or under the hand of the officer or attorney duly authorised.
  5. If a Member or Corporate Member is not able to attend the 46th AGM in person, he / she / it may appoint the Chairman of the Meeting as his / her / its proxy / nominee and indicate the voting instructions in the instrument appointing the proxy / nominee. The Form of Proxy or Form of Nominee shall be submitted in accordance with the paragraph below.
  6. The instrument appointing the proxy (Form of Proxy printed on page 109 of the Annual Report 2023) and nominating one (1) corporate representative (Form of Nominee printed on page 111 of the Annual Report 2023) together with the power of attorney (if any) under which it is signed or a certified copy thereof, shall be deposited at the Institute’s registered address at Level 2, Bangunan AICB, 10 Jalan Dato’ Onn, 50480 Kuala Lumpur, Malaysia, not less than forty-eight (48) hours before the time appointed for holding the Meeting or adjourned Meeting at which the person named in such instrument proposes to vote, otherwise the person so named shall not be entitled to vote in respect thereof.

Appendix I

PROPOSED AMENDMENTS TO THE CONSTITUTION

No.Original ClauseProposed AmendmentRationale
3

Authorised Membership

The number of Members with which the Institute proposes to be registered is not to exceed fifty thousand (50,000) but the Council may from time to time register an increase of Members.

Authorised Membership

The number of Members with which the Institute proposes to be registered is not to exceed two hundred thousand (200,000) but the Council may from time to time register an increase of Members.

With the increase in membership numbers over the years, it is proposed that the number of members of the Institute be increased to 200,000.

66

Constitution of the Council

  1. Subject to Article 67, the Council of the Institute shall consist of not less than ten members. The Council shall comprise the following:
  1. one member nominated by and representing Bank Negara Malaysia, from time to time;
  2. not more than seven members nominated by and representing The Association of Banks in Malaysia, from time to time;
  3. not more than two members nominated by and representing the Malaysian Investment Banking Association, from time to time;
  4. co-opted members nominated by the Council; and
  5. not more than five Members to be elected at an Annual General Meeting, such Member to be a Fellow or a Chartered Banker and in both cases, has been a Member eligible to vote for at least five years.
  1. The members of the Council under Articles 66(1)(a), 66(1)(b), 66(1)(c) and 66(1)(d) shall be appointed by the Council.
  1. The Chairman and Vice-Chairman of the Institute elected in accordance with Article 74 shall also be the Chairman and Vice-Chairman of the Council.

Constitution of the Council

  1. Subject to Article 67, the Council of the Institute shall consist of not less than ten members. The Council shall comprise the following:
  1. one member nominated by and representing Bank Negara Malaysia, from time to time;
  2. not more than seven members nominated by and representing The Association of Banks in Malaysia, from time to time;
  3. not more than two members nominated by and representing the Malaysian Investment Banking Association, from time to time;
  4. not more than nine co-opted members nominated by the Council; and
  5. not more than two Members to be elected at an Annual General Meeting, such Member to be a Fellow or a Chartered Banker and in both cases, has been a Member eligible to vote for at least five years.
  1. The members of the Council under Articles 66(1)(a), 66(1)(b), 66(1)(c) and 66(1)(d) shall be appointed by the Council.
  1. The Chairman and Vice-Chairman of the Institute elected in accordance with Article 74 shall also be the Chairman and Vice-Chairman of the Council.

The existing Article 66(1)(d) is amended to cap the number of co-opted members nominated by the Council.

The existing Article 66(1)(e) is amended, reducing the number from five to two as there have not been any elections via this sub-article since 2014.

Assuming these amendments are approved, the total maximum number of members on the Council is 21.

70

Eligibility for Election to Council

Any Individual Member of the Institute shall be eligible for election as an elected member of the Council under Article 66(1)(c) provided that:

  1. he is a Fellow or Chartered Banker who has been a Member eligible to vote for at least five (5) years;
  2. he is not in arrears in payment of any subscription, fee or other sum payable by him to the Institute;
  3. within the period of five (5) years immediately preceding the date of his nomination, no disciplinary order has been made against him and become affective; and
  4. he has been duly nominated for election in accordance with Article 71 or he is exempt for election.

Eligibility for Election to Council

Any Individual Member of the Institute shall be eligible for election as an elected member of the Council under Article 66(1)(e) provided that:

  1. he is a Fellow or Chartered Banker who has been a Member eligible to vote for at least five (5) years;
  2. he is not in arrears in payment of any subscription, fee or other sum payable by him to the Institute;
  3. within the period of five (5) years immediately preceding the date of his nomination, no disciplinary order has been made against him and become affective; and
  4. he has been duly nominated for election in accordance with Article 71 or he is exempt for election.

The existing reference in Article 70 is amended from 66(1)(c) to 66(1)(e) to ensure accurate referencing.

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