NOMINATION AND REMUNERATION COMMITTEE REPORT DIRECTORS’ REMUNERATION POLICY FOR NON-EXECUTIVE DIRECTORS At the Tenth Annual General Meeting (10th AGM) of MSM held on 17 June 2021, the shareholders had approved the proposed revised remuneration structure of the Non-Executive Directors. With the approval obtained at the 10th AGM, the existing Directors Remuneration Policy was then revised to capture the approved remuneration structure. The revision was done internally by a working committee consist of the representatives from Group Human Resource, Company Secretary and Legal Affairs. The draft revised remuneration policy named Non-Executive Directors’ Remuneration Policy (NEDRP) then tabled to the NRC and NRC decided that the draft NEDRP be reviewed by external solicitors who are specialised in human resources matters to facilitate the following: 1. reviewing the draft NEDRP with a view to benchmarking the same against the best practices in other organisations 2. analysing the gaps in the draft NEDRP and identifying the challenges in implementing the said NEDRP The key considerations taken into account by the external solicitors for the purpose of reviewing the draft NEDRP and conducting the benchmarking exercise were as follows: 1. Alignment with regulatory and corporate governance requirements namely the Bursa Malaysia Securities Berhad Main Market Listing Requirements, Malaysian Code on Corporate Governance (as at 28 April 2021) (MCCG 2021) and the Companies Act, 2016; 2. Comparability with market practices; 3. Alignment with shareholders and stakeholders’ interests; and 4. Clarity of the policies and procedures stipulated in the draft NEDRP. On 15 November 2021, the proposed NEDRP together with the report of the NEDRP Benchmarking and Review Exercise were presented to NRC and subsequently to the Board on 25 November 2021 where at this Board meeting, the Board approved the NEDRP presented for implementation effective 17 June 2021. The summary of the NEDRP is published in the Company’s corporate website at http://www.msmsugar.com/our-company/ corporate-governance. THE COMMITTEE’S PERFORMANCE On an annual basis, the Board shall evaluate the Committee’s performance and the extent to which the Committee has met the requirements of its TOR, including the term of office and performance of the Committee and each of its members. This performance assessment may constitute a part of the annual Board Effectiveness Assessment, pertaining to the assessment of Board Committees. STATEMENT BYTHE BOARD This Report on Nomination and Remuneration Committee is made in accordance with a resolution of the Board of Directors duly passed on 21 March 2022. WHO WE ARE STATEMENT & DISCUSSION BY OUR LEADERS HOWWE OPERATE MSM Malaysia Holdings Berhad ANNUAL INTEGRATED REPORT 2021 244
RkJQdWJsaXNoZXIy NDgzMzc=