Board Remuneration Policy
The objective of the Board remuneration policy is to support business strategy which is more long term and strategic in nature. It is aimed at motivating the non-executive directors to achieve the Group’s business objective.
2. DETERMINATION OF NON-EXECUTIVE DIRECTORS’ REMUNERATION
2.1 Remuneration of non-executive directors is determined with regards to the Company’s needs to maintain appropriately experienced and qualified Board members in accordance with competitive pressures of the marketplace.
2.2 The remuneration policy is designed based on the following principles:
- to attract and retain directors.
- to motivate directors to achieve Company’s business objective.
- to align the interests of the Directors with the long term interest of the shareholders.
- 2.3 In determining the remuneration of non-executive directors, the Nomination and Remuneration Committee (NRC) is guided by the provisions of the Company’s Articles of Association which provides the following (in respect of non-executive directors):
”The ordinary remuneration of the Directors shall be such fixed sum (not being a commission on or percentage of profits or of turnover) as shall from time to time be determined by an Ordinary Resolution of the Company and shall (unless such resolution otherwise provides) 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 is respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office. The remuneration of the Directors shall not be increased except at a General Meeting convened by a notice specifying the intention to propose such increase.”
“The Company may repay to any Directors all such reasonable expenses as he may incur in attending and returning from meetings of the Directors, or of any committees of the Directors, General Meetings, or otherwise in or about the business of the Company.”
“Any Director who is appointed to any executive office including the office of Chairman or who serves on any committee or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary percentage of profits or otherwise as the Directors may determine but not a commission on or percentage of turnover.”
2.4 In addition to the above, references will also be made to the Green Book on Enhancing Board Effectiveness and other relevant guidelines in determining the remuneration of the non-executive directors.
2.5 The Directors fees and associated costs must not place an inappropriate burden on the Company’s finances.
3. REVIEW OF NON-EXECUTIVE DIRECTORS’ REMUNERATION
3.1 The NRC may from time to time seek independent advice on remuneration of non-executive Directors and make recommendations to members in relation to any increase in total fees.
3.2 The remuneration of the non-executive directors shall be reviewed every three (3) years by the NRC. In conducting the review, the assistance of an independent professional advice can be sought to provide the NRC with the latest development and up to date information in respect of the remuneration of non-executive directors.
3.3 Any review shall be tabled to the shareholders at general meetings for approval.
4. REVIEW OF POLICY
4.1 This policy is subject to regular review by the Board and will be amended as appropriate to reflect the current best practices.
4.2 The policy may be amended by resolution of the Board.
5.1 The Board will make appropriate disclosure to shareholders in its annual report of the key aspects of this Policy, including explaining any departure from the best practices and recommendations as set out by the Malaysian Code on Corporate Governance 2012 (if any).