MSM Malaysia Holdings Berhad Annual Report 2019

NOMINATION AND REMUNERATION COMMITTEE REPORT Members Type of membership No. of meetings attended Key/Areas of Responsibilities Dato’ Zainal Haji Ismail (appointed with effect from 25 March 2011 and cessation of office on 25 March 2020) Chairman/Independent Non-Executive Director 6/6 • Review the composition of the Board, the Board Committee, the directorship in the Group and the Group Top Management • Review the nomination and election process and appointment/reappointment/re-election process • Evaluate the contribution and commitment of Directors • Review letter of appointments • Induction and continue education programme • Review Board assessments/Audit Committee term of office and performance • Review succession planning • Review all remuneration matters including Remuneration Policy • Review remuneration of the Group Chief Executive Officer, the Executive Director and the Group Top Management • Review other general remuneration across MSM Group Dato’ Hajjah Rosni Haji Zahari (appointed with effect from 25 March 2011 and cessation of office on 25 March 2020) Member/Independent Non-Executive Director 6/6 Dato’ Haris Fadzilah Hassan (appointed with effect from 11 February 2019) Member/Non-Independent Non-Executive Director 5/5 COMPOSITION On 25 March 2020, the number of member of the Nomination and Remuneration Committee (NRC) has changed from three to one following to the cessation of Dato’ Zainal Haji Ismail and Dato’ Hajjah Rosni Haji Zahari as Independent Non-Executive Director upon conclusion of their nine years term in accordance with the Clause 6.2.4(v) of the MSM Board Charter and the Clause 6.2.4 of the MSM Board Nomination and Election Policy and Procedures. The current composition is not in compliance with the requirement of Paragraph 15.08A (1) of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Malaysia), which provides that the NRC must comprise exclusively of non-executive directors, the majority of whom are independent directors. However, the Board is actively looking for additional Independent Directors to ensure that the Board’s and NRC composition complies with the requirement under the MMLR. The Nomination and Remuneration Committee is pleased to present its report for the financial year ended 31 December 2019 (FY 2019). 89 CORPORATE GOVERNANCE 07