All the Independent Non-Executive Directors have also completed the Independent Directors’ self-assessment checklist as provided by the Bursa Securities’ Corporate Governance Guide (2nd Edition). It was concluded that apart from being on the Board for more than 9 years for YBhg. Dato’ Halipah Esa and YBhg. Dato’ Kalsom Abd. Rahman, there exists no other elements that would compromise the Independent Non-Executive Directors’ independence and professionalism. G. Directors’ Remuneration The NRC is responsible for reviewing and recommending to the Board the Director’s remuneration in line with the responsibilities and contributions made for the year. In line with the Code, the Company aims to set remuneration for Directors at levels which are sufficient to attract and retain persons of calibre to guide the Group, taking into consideration the workload and responsibilities involved. The level of remuneration for Non-Executive Directors reflects the level of responsibilities undertaken and contributions made by them. All Non-Executive Directors are paid Directors’ fees which are subsequently approved by the shareholders at the AGM. However, all payments of Directors’ fees for executives of PETRONAS with the positions of Vice President and above, representing PETRONAS on the boards of PETRONAS’ subsidiaries/associated companies, are treated as management fees and are paid directly to PETRONAS. The Company paid RM194,968 as management fees to PETRONAS during the financial year ended 31 December 2015 in respect of Directors’ fees and meetings attendance allowances for Datuk Manharlal Ratilal, En. Mohd. Farid Mohd. Adnan and En. Mohamed Firouz Asnan. The remuneration package for the Executive Director, i.e., the President/CEO comprises fixed and performance-linked elements based on KPIs outlined the Balanced Scorecard. As an Executive Director, the President/CEO is not entitled to separate Directors’ fees or any meeting allowance. Non-Executive Directors’ remuneration paid for the financial year ended 31 December 2015 in aggregate is as follows: Salary (RM) Bonus (RM) Directors’ Fees** (RM) Attendance Fees (RM) Benefits in kind (RM) Total (RM) Non-Executive Directors* Nil Nil 490,644 225,000 Nil 715,644 * Includes Directors who resigned in 2015 ** Amounts provided are before tax and excludes RM194,968 paid directly to PETRONAS as management fees. The number of Non-Executive Directors whose remuneration band falls within the following successive bands of RM50,000 is as follows:- RM Non-Executive Directors^ 1 – 50,000 – 50,001 – 100,000 2 100,001 – 150,000 5 ^ Includes Director who resigned in 2015 and exclude fees paid directly to PETRONAS as management fees to Directors representing PETRONAS on the boards of PETRONAS’s subsidiaries/associated companies. MISC BERHAD Annual Report 2015 105
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