62
ANNUAL REPORT 2016
The NRC is composed entirely of Independent Directors. During the FY2016, the NRC met once, with the following record of attendance:
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 responsibilities of the NRC are set out in the Nomination & Remuneration Committee Charter duly approved by the Board, a copy of
which is posted on the corporate website at
/ under the Corporate Governance section.
The NRC’s annual work plan for the FY2016 focused on 3 key areas as follow:
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
The NRC carried out Board and committees assessments by individual directors, self and peer
assessments together with an assessment of independence of independent directors for the purposes
of evaluating the performance of the Board as a whole, the Committees of the Board, each of the
individual Board member, and the independence of the Independent Directors.
The following key evaluation criteria have been carefully reviewed during the assessments:
•
Performance of the Board and Board Committees
- composition, structure, processes, principal
responsibilities, succession planning and governance matters
•
Performance of each individual Board member, and independence of Independent Directors
- competence, integrity, skills, experience, commitment, contribution, conflict of interest and
independence as guided by the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad.
No major concerns were identified in the evaluation results and the NRC was satisfied with the
overall performance of the parties under review, particularly the term of office and performance of
the ARC and each of its members where they have carried out their duties efficiently and effectively
in accordance with the ARC Charter.
Re-election, re-appointment and
retention of Board members
The NRC gave its full support to the retiring/ceasing Directors to be re-elected/re-appointed/retained
at the Company’s 24th AGM after going through a detailed assessment on the quality and contribution
of such Directors.
Fees and remuneration package of
Directors
After taking into consideration the annual performance of the Directors as well as the financial
condition of the Group, the NRC was of its view that the Directors’ emoluments other than fees for
the FY2015 was fair and justified, and also proposed a Directors’ Fees of RM600,000 for the FY2015
to be divided amongst the Directors in such manner as they may determine to reward the Board.
Conclusion
All activities and recommendations of the NRC were reported and accepted by the Board. The Board
was also satisfied with the overall performance of the NRC via its performance evaluation conducted
at the Board level.
STATEMENT ON CORPORATE GOVERNANCE
