In preparation to the Annual General Meeting (AGM) of Dhiraagu Plc for the year 2016, as per Clause 54 of The Company’s Act (10/96), and Clause 45 of the Company’s Articles of Association, we are pleased to invite applications for the Public Director representing public shareholders.
As per the Company’s Articles of Association Clause 70, the Board is composed with 4 Directors appointed by the majority shareholder Batelco Group, 2 Directors appointed by the Government, and 1 Director elected by the public shareholders at the AGM. The Articles of Association also states that the Director appointed by the public shareholder may be elected for a term of 2 years, i.e. from the AGM elected to the second AGM following their election.
The criteria for Dhiraagu’s Public Directors are set out as follows:
• be a shareholder of Dhiraagu Plc
• hold a Degree from a recognized university;
• have a minimum of minimum of 10 professional or Governmental experience;
• previous experience of serving as a company director, and demonstrable record of active contribution to previous board memberships; and
• be a “fit and proper” person with strong reputation in business and wider community either internationally or in Maldives, with highest ethical standards.
Applicants are advised that the Public Director shall:
• not own, during his/her term, more than 0.5% of the Company’s equity capital;
• not maintain a corporate or other professional interests or relations with DHIRAAGU which by its nature affects the Company’s business activity;
• not currently be, or has not been during the previous three (3) years, an executive member of the Board or a non-executive Chairperson of the Board or a manager of DHIRAAGU, nor currently hold a contractual employment relationship with the DHIRAAGU; and
• not have a first-degree relationship, including siblings, with any member of the Board or manager or shareholder with a controlling stake in DHIRAAGU.
Public shareholders, meeting the above requirements, are invited to submit the “Application form for Independent Director” along with supporting documents in a sealed envelope addressed to the Company Secretary to DHIRAAGU Head Office (Ameenee Magu, Male’, Maldives) or via email firstname.lastname@example.org before 4.00pm on the 28th January 2016. If the applicant is being proposed by a shareholding company or association, the Board Resolution of the proposing company/association should be submitted together with the application form.
All shareholder nominations will be reviewed by the Remunerations, Nominations & Governance Committee, and shortlisted candidates will be interviewed. The names and profiles of those candidates recommended by the Remunerations, Nominations and Governance Committee will be made available to the shareholders along with the notice to the AGM. The candidate that secures the most votes at the AGM shall become the Company’s Public Director. As per Clause 48 of the Articles of Association of Dhiraagu, unless otherwise determined, shareholders who are present in person or by proxy at the Annual General Meeting can vote on a show of hands, where each shareholder and proxy will have one vote each.
Applications forms will be available from https://www.dhiraagu.com.mv/investor/ or a DHIRAAGU Head Office (Ameenee Magu, Male’, Maldives) from 7 January 2016 to 28 January 2016.
In order to promote the Board Diversity Policy of the Corporate Governance Code of the Capital Market Development Authority, female applicants are encouraged to apply.
Dhiraagu Investor Relations
7 January 2016
Media contact for information:
Company Secretary/Manager Investor Relations