| ANNUAL REPORT 2015
64
(ii) Nomination & Remuneration Committee (NRC)
The present composition of the NRC is as follows:-
No. of Meetings Attended
Chairman:
Dato’ Shahbudin Bin Imam Mohamad
Independent Non-Executive Director
1/1
Members:
Datuk Ng Peng Hong @ Ng Peng Hay
Senior Independent Non-Executive Director
1/1
Chong Sai Sin
Independent Non-Executive Director
1/1
The NRC is tasked to assist the Board in:-
•
Board performance
- to assess and recommend to the Board the candidature of directors and boardroom diversity,
appointment of directors to board committees, review of the Board’s succession plans and training programmes, and to
carry out periodic review on the composition, size and mix of skills of the Board, including the performance of individual
Directors so to assess the appropriateness and effectiveness of the Board as a whole, and
•
Board remuneration
- to carry out periodic review on the remuneration policies and procedures to attract, retain and
motivate Directors. The remuneration package should be aligned with the business strategy and long-term objectives
of the Company and Group as well as to reflect the Board’s responsibilities, expertise and complexity of the Company’s
activities.
Activities undertaken by the NRC during the FY2015 were as follows:-
•
Conducted performance evaluation on the Board as a whole, the Committees of the Board, each of the individual Board
Member; and the independence of the Independent Directors
•
Conducted performance review on the retiring/ceasing Directors
•
Reviewed the succession planning and senior management development to address leadership continuity
•
Recommended board induction and continuing training programmes for the Directors
•
Reviewed, recommended and considered the fees and remuneration package of Directors
Nomination and Election of Board Members
Pursuant to the Articles of Association of the Company, at least 1/3 of the Directors including the Managing Director (if any) are
required to retire from office by rotation annually and shall be eligible for re-election at each annual general meeting (AGM).
Any Director appointed to fill the casual vacancy shall retire and seek re-election by the shareholders at the next AGM to be held
following his appointment.
Directors over 70 years of age are required to submit themselves for re-appointment by the shareholders annually in accordance
with Section 129(6) of the Companies Act, 1965.
The MCCG recommends that the tenure of an independent director should not exceed a cumulative term of 9 years. However,
the independent director(s) who has served cumulative 9 years term limit may, upon recommendation of the Board, may seek
shareholders’ approval on his retention subject but not limited to:-
•
he has met the independence guidelines as set out in Chapter 1 of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad; and
•
he does not have any conflict of interest with the Company and has not been entering/is not expected to enter into contract(s)
especially material contract(s) with the Company and/or its subsidiaries.
Upon the recommendations of the NRC, the Board as a whole will determine and nominate individuals for election to the Board
by the shareholders, for filling vacant board seats that may occur between AGMs or as an addition to the existing Directors.
Nominees for director will be selected with due consideration be given to each candidate’s integrity, competence, experience,
character, achievements and time commitments regardless of age, gender or ethnicity. However, the Board will remain mindful of
Recommendation of the MCCG on the gender diversity policy for boardroom.
STATEMENT ON CORPORATE GOVERNANCE
