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ANNUAL REPORT 2016
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, 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, achievements and 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.
Board Remuneration Policies and Procedures
The objective of the Company’s policy on Directors’ remuneration is to ensure the level of remuneration is sufficient to attract and retain high
caliber Directors to run the Group successfully. For Non-Executive Directors, the level of remuneration reflects the levels of experience, expertise
and responsibilities undertaken by the individual Director concerned.
Directors’ fees are paid to Executive and Non-Executive Directors upon approval granted by the shareholders at AGMs. Apart from it, Non-
Executive Directors are paid attendance allowance for each Board and/or Committee Meeting they attended. Executive Directors are not entitled to
attendance allowance. Due to the sensitivity of the remuneration information, the detail disclosure of each Director’s remuneration is not provided
in this Annual Report.
The aggregate remuneration of the Directors for the FY 2016 is categorised into appropriate components as follows:
Category
Fees
RM’000
Salaries
RM’000
Bonuses
RM’000
Other
Emoluments
RM’000
Total
RM’000
The Company
Executive Directors
420
170
1,087
194
1,871
Non-Executive Directors
180
-
-
-
180
Total:
600
170
1,087
194
2,051
The subsidiaries
companies
Executive Directors
1,783
2,662
351
1,065
5,861
Non-Executive Directors
-
-
-
-
-
Total:
1,783
2,662
351
1,064
5,861
Note : The above disclosure did not include the remuneration received/receivable from associate companies.
STATEMENT ON CORPORATE GOVERNANCE
