30 EXCEL FORCE MSC BERHAD PRINCIPLE A- BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) 6.0 Stakeholders are able to forman opinion on the overall effectiveness of the Board and individual directors. (cont’d) Criteria for assessments:- a) Contribution to Interaction, Quality of Input, Understanding of Role, Board Chairman's Role (for individual director assessment) b) Board Structure, Board Operations, Board Roles and Responsibilities, Board Chairman's Role and Responsibilities (for Board assessment) c) Is the committee providing useful recommendations? Do the members have sufficient and relevant expertise in fulfiling their roles? Are committee chairs properly and providing appropriate reporting and recommendations to the Board? (for Board Committee assessment). The terms of reference of the Nomination Committee can be viewed at the Company's website: www.excelforce. com.my in line with Paragraph 15.08A(2) of MMLR. Ill Remuneration 7.0 The level and composition of remuneration of directors and senior management take into account the Company's desire to attract and retain the right talent in the Board and senior management to drive the company's long term objectives. The remuneration policies and decisions are made through a transparent and independent process. 7.1 The Remuneration Committee ("RC") of the Company consists of three (3) Independent Non-Executive Directors and its current composition is as follows: Name of Directors Position Dato’ Sri Ismail bin Ahmad Chairman Datuk Mat Noor bin Nawi Member Elisa Tan Mun-E (appointed on 1 December 2021) Member The RC held one (1) meeting during the financial year to carry out its function as stated within the term of reference. The details of terms of reference of RC are available for reference at the Company's website at www.excelforce.com.my. 7.2 The RC's primary responsibility is to review and recommend the remuneration of Directors to the Board. The Board, as a whole, determines the remuneration of the Directors and the individual Director is required to abstain from discussing his own remuneration. In the case of Executive Directors, the remuneration scheme is structured based on corporate and individual performance. On the other hand, Non-Executive Directors are remunerated based on their experiences and the level of responsibilities undertaken by the respective Non-Executive Directors concerned. The RC will make its recommendations to the Board regarding the Company's policy on the staff remuneration by taking into consideration the salary and employment conditions within the industry and benchmarks from comparable companies. The RC strives to be competitive, linking staff rewards with their performance and responsibilities. The RC aims to directly align the interests of Directors, senior management and key executives with the interests of shareholders, to improve performance and achieve sustainable growth for the Company in the changing business environment, and to foster a greater ownership culture amongst its seniormanagement and key executives. Corporate Governance Overview Statement (cont’d)
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