In order to enhance the Board’s effectiveness as well as to comply with certain fiduciary duties, the Board has delegated the following responsibilities to standing committees, which operate within clearly defined terms of reference. The respective committees are detailed below:
- Audit and Risk Management Committee
The ARMC composition, terms of reference and summary of activities is included in the Audit and Risk Management Committee Report as set out on pages 84 to 89 of this Annual Report.
- Nomination and Remuneration Committee
The Nomination and Remuneration Committee (“NRC”) was formed on 12 May 2010 and is responsible for proposing candidates for directorship and assessing the directors on an ongoing basis. The composition of the NRC complies with the requirements of paragraph 15.08A of the Main Market Listing Requirements (“MMLR”). In addition, the NRC assesses the contribution of individual Board members, the effectiveness of the Board and the Board Committees.
The NRC is responsible in determining the remuneration of the Directors and senior management staff so as to ensure that the Company attracts, retains and motivates the Directors and senior management staff of the quality needed to manage the business of the Group effectively. The remuneration scheme is reflective of the individual Director’s and senior management staff’s experience and level of responsibilities. In addition, the remuneration for the Executive Director and senior management staff is structured to link remuneration and rewards to corporate and individual performance.
The members of the NRC are as follows:
- Karen Goonting - Independent Non-Executive Director (Chairman)
- Dato’ Mohd Salleh Bin Hj Harun – Non -Independent Non-Executive Director
- Mahani Binti Amat - Independent Non-Executive Director
The NRC met twice during the financial year to review the Board’s structure, evaluation of Director’s performances and to review the remuneration of the Executive Director and senior management staff. The attendance of the members during the financial year were as follows:
- Dato’ Mohd Salleh Bin Hj Harun – 2/2
- Ms Karen Judith Goonting – 2/2
- Puan Mahani Binti Amat – 1/1*
- Mr Loh Lee Soon – 1/1**
- Dr Nikolai Dobberstein - 1/1**
* Appointed as a member of the NRC on 13th November 2017
** Resigned as a member of the NRC on 13th November 2017
The Executive Director does not participate in any way in determining the individual remuneration package of the other Directors. The remuneration and benefits of the Non-Executive Directors is determined by the NRC with the individual Directors concerned abstaining from deliberating and voting on their own remuneration. The Company pays its Directors annual fees, which are approved by the shareholders. The NRC reviews the performance of the Managing Director and considers the Board's proposed bonus and increment for the financial year.
The summary of activities undertaken by the NRC during the financial year:
- Reviewed and recommended SMT’s remuneration and benefits for the financial year ended 30 June 2018;
- Reviewed and recommended the payment of Directors' fees and other benefits payable to the Directors for the financial year ended 30 June 2018;
- Reviewed the effectiveness of the Board, Board Committees and individual Directors and make appropriate recommendation to the Board; and
- Reviewed and recommended the retirement and re-election of Directors at the forthcoming Annual General Meeting in accordance with the Company's Constitution.