b. Remuneration Committee The current composition of the RC is as follows:- Name Designation Directorship Datuk Woon See Chin Chairperson Independent Director Dato’ Ir. Fong Tian Yong Member Independent Director Johar Salim Bin Yahaya Member Independent Director During FY2023, one meeting was held and attended by all the members. The RC reviewed and recommended to the Board the remuneration of the Executive Directors and Senior Management. Please refer to the ensuing section on Director’s remuneration for further details. The RC has also reviewed and recommended to the Board, the remuneration packages of Non-Executive Directors for shareholders’ approval at the forthcoming Fifteenth AGM. The Director concerned abstained from any discussion on his/her individual remuneration. c. Nomination Committee The current composition of the NC is as follows:- Name Designation Directorship Johar Salim Bin Yahaya Chairperson Independent Director Anita Chew Cheng Im Member Independent Director Bhupendar Singh A/L Sewa Singh Member Independent Director During FY2023, one meeting was held and attended by all the members. Please refer to the sections on Appointment, Election and Re-election, Independence of Director and Board Evaluation and Performance for further details on activities undertaken by the NC in the discharge of its duties during FY2023. Board Meetings and Attendance The Board shall meet at least five times a year. Directors are informed at the end of each year about the number and the tentative dates of Board meeting and Board committee meetings in the following year. In exceptional circumstances, additional meetings may be convened. During Board meetings, the CEO and members of the Management team, will table and present reports for the Board’s consideration, deliberation and direction. Directors are required to inform the Board of conflicts or potential conflicts of interest they may have in relation to particular items of business transacted by the Group or the Company as soon as practicable after the relevant facts have come to his/her knowledge. The interested Directors should abstain themselves from discussion or decisions on matters in which they have a conflicting interest. The Chairperson of the ARMC, RC and NC would report to the Directors at Board meetings of any salient matters noted by the Committees and which require the Board’s notice, direction or approval. The Chairperson shall ensure that Board Committee meetings are not combined with the main Board meeting to enable objective and independent discussion during the meetings. Agenda, board papers and any other documents are made available at least five business days in advance to the Board to facilitate well-informed Board deliberation and decision-making. In addition, members of the Management are frequently invited to the Board meetings to explain and clarify the items tabled to the Board. Agenda shall be prepared taking into account the formal schedule of matters reserved for the Board’s decision. CORPORATE GOVERNANCE OVERVIEW STATEMENT 049 Annual Report 2023
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