In preparation to the 26th Annual General Meeting of Dhiraagu Plc for the year 2014, as per Clause 54 of The Company’s Act (10/96), and Clause 56 of Dhiraagu’s Articles of Association, we hereby invite applications for the Independent Director of Dhiraagu’s Board of Directors.
As per the Company’s Articles of Association, the Board is composed with 4 Directors appointed by the majority shareholder Batelco Group, 2 Directors appointed by the Government of Maldives, and 1 Director elected by the Public Shareholders.
The criteria for Dhiraagu’s Independent Directors are set out as follows:
- be a shareholder of Dhiraagu Plc
- hold a Degree from a University recognized by the Maldives Qualification Authority;
- be able to read and understand financial statement and reports;
- have a minimum of 10 years professional or Governmental experience;
- previous experience of serving as a company director, and demonstrable record of active contribution to previous board memberships; and
- be able to commit time to the Board responsibilities,
- not hold more than two (2) directorships of other public listed companies in the Maldives; and
- be able to demonstrate their independence as per the CMDA’s Corporate Governance Code and Dhiraagu’s Corporate Governance. Hence applicants must demonstrate that they, or their immediate family members (spouse and children) have not
- held a key position in the Company or is in immediate employment position during the past one (1) year.
- had any substantial financial dealings with the Company, including the receipt of remuneration, commissions, professional fees, payment for goods and services, etc. during the past one (1) year.
Public shareholders meeting the above requirements, and interested in applying for the position 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
[email protected] before 4.00pm on the Thursday, 26 February 2015. If the applicant is 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 evaluated by the Remuneration, Nomination & Governance Committee in accordance with the above criteria and the CMDA’s ‘Fit and Proper’ Guideline for Directors of Listed Companies. The names and profiles of those applicants recommended by the Remunerations, Nominations and Governance Committee will be made available to all Shareholders along with the notice to the AGM. The applicant that secures the most votes at the AGM shall become the Company’s Independent Director. As per Clause 59 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 DHIRAAGU Head Office (Ameenee Magu, Male’) or can be downloaded from https://www.dhiraagu.com.mv/Annual_General_Meetings.aspx from 09 February 2015 to 26 February 2015.
In order to promote the ‘Board Diversity Policy’ of the Corporate Governance Code of the Capital Market Development Authority, female candidates are encouraged to apply.
Issued by:
Dhiraagu Investor Relations
09 February 2015
Media contact for information:
Company Secretary/Manager Investor Relations
Phone: 3311775/3311121
Email:
[email protected]
