Remuneration Policy

DIRECTORS’ AND SENIOR MANAGEMENT REMUNERATION POLICY

1. Introduction

This policy sets out the criteria to be used in recommending the remuneration package of the Group Managing Director, Executive Directors, Non-Executive Directors and Senior Management - Chief Technical Officer and Chief Operating Officer of the Group which is in line with the principles of the Malaysian Code on Corporate Governance.

2. Objectives

This policy is designed to:-

2.1     align individual performance with the Group’s business strategy and long-term objectives;

2.2     determine the level of remuneration package of Directors and Senior Management that commensurate with their position, responsibilities and expertise;

2.3     attract, retain and motivate high performing Directors and Senior Management with a market competitive remuneration package; and

2.4     encourage value creation for the Group and its stakeholders.

3. Nomination And Remuneration Committee

The Nomination and Remuneration Committee determines the remuneration practices with the aim of attracting, motivating and retaining high calibre Group Managing Director, Executive Directors, Non-Executive Directors and Senior Management to deliver value for shareholders.

4. Remuneration Components

4.1     FOR GROUP MANAGING DIRECTOR, EXECUTIVE DIRECTORS AND KEY SENIOR MANAGEMENT

The remuneration of Group Managing Director, Executive Directors and Senior Management is made up of fixed salary, bonus and benefits-in-kind:-

  • Fixed remuneration

The fixed remuneration is determined according to:-

  • The scope of the duty, responsibilities and experience required;
  • The budgets and strategic targets of the Company;
  • The corporate and individual performance; and
  • Current market remuneration within the industry and in comparable companies.
  • Bonus

The bonus is designed to reward individual outstanding performance as well as Group results.  A discretionary assessment is made to ensure that all factors which include measurable and non-measurable criteria are considered.

  • Directors' fees

The Directors’ fees for Directors is determined according to:-

  • The extent of the contributions, duty and responsibilities; and
  • The number of Board Meetings held.
  • Benefits-in-kind or non-cash benefits

Benefits-in-kind or non-cash benefits will be stated in their respective letter of employment or contract.

 

4.2     FOR NON-EXECUTIVE DIRECTORS (“NED”)

The remuneration of NEDs is made up of directors’ fees and travelling allowance as compensation for their services plus reimbursement of expenses incurred, if any, in the course of performing their services.

  • Directors' fees

The Directors' fees for NED is determined according to:-

  • The extent of the contributions, duty and responsibilities; and
  • The number of Board Meetings held.
  • Travelling allowance

The travelling allowance is determined by comparing with other companies within the industry.

NEDs are not entitled to receive performance-based bonuses or incentives

5. Periodic Review and Disclosure

The Nomination and Remuneration Committee should conduct a periodic review of the criteria to be used in the recommending the remuneration package of the Group Managing Director, Executive Directors, Non-Executive Directors and Senior Management. The Nomination and Remuneration Committee should promptly communicate the new changes or amendments of the criteria to the Board and individual Directors.

6. Review and Revision of Policy

The Nomination and Remuneration Committee shall conduct a periodic review to assess the effectiveness and continued relevance of this Policy.  Any requirement for revisions shall be recommended by the Nomination and Remuneration Committee to the Board of Directors for approval.