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Datasonic Group Berhad

(Company No. 809759-X)

32

2.

STRENGTHEN COMPOSITION (CONT’D)

2.2 Develop, Maintain and Review Criteria for Recruitment and Annual Assessment of Directors

(cont’d)

The Board acknowledges the importance of gender diversity and is committed to provide

fair and equal opportunities in ensuring that eligible women candidates are sought as part

of its recruitment exercise. Presently, the number of female Directors on the Board is two (2),

representing approximately 14% of the total Board composition.

InMay 2016, the Nomination Committee reviewed and recommended to the Board for approval

the Succession Planning Guidelines to ensure continuity of key management positions that exert

critical influence on organisational activities, either operationally, strategically or both. Based on

the Nomination Committee’s recommendation, the Board approved the Succession Planning

Guidelines.

The Nomination Committee also reviewed the current composition of the Board, Board

Committees and boardroom diversity, including gender diversity.

2.3 Remuneration policies and procedures

The Remuneration Committee comprises three (3) members, of which two (2) are Independent

Non-Executive Directors.

The members of the Remuneration Committee and the details of their attendance at the

Remuneration Committee meeting held are as follows:-

Remuneration Committee Members Designation

Number of

Meeting Attended

Dato’ Wan Ibrahim bin Wan Ahmad Chairman, Independent

Non-Executive Director

1/1

Dato’ Wan Mohd Safiain bin Wan

Hasan

Member, Independent

Non-Executive Deputy Chairman

1/1

Mr. Chew Ben Ben

Member, Deputy Managing

Director

1/1

The specific responsibilities of the RemunerationCommittee are to assist the Board in remuneration

matters which include the following:-

a) To establish and recommend to the Board the remuneration structure and policy for

Executive Directors and key management personnel.

b) To ensure that a strong link is maintained between the level of remuneration and individual

performance against agreed targets, the performance-related elements of remuneration

forming a significant proportion of the total remuneration package of Executive Directors

and key management personnel.

c) To reviewand recommend the annual total remuneration packages of individual Executive

Directors and key management personnel to ensure the levels of remuneration be

sufficiently attractive and be able to retain the Executive Directors and key management

personnel needed to run the Company successfully.

d) To review and recommend the fees for Non-Executive Directors to the Board.

In August 2015, the Terms of Reference of the Remuneration Committee were reviewed and

amended to reflect the internal processes and current requirements and practices.

STATEMENT ON CORPORATE GOVERNANCE

(Continued)