PRG Holdings Berhad Annual Report 2017

• Annual Report 2017 55 REPORT ON THE REMUNERATION COMMITTEE COMPOSITION OF THE REMUNERATION COMMITTEE The Remuneration Committee consists of three (3) members, all of whom are Independent Non-Executive Directors. The composition of the Remuneration Committee is set out below: Directors Position Datuk Dr. Wong Lai Sum Chairman of Remuneration Committee & Independent Non-Executive Director Lim Chee Hoong Independent Non-Executive Director Dato’ Hamzah bin Mohd Salleh Independent Non-Executive Director Dato’ Lua Choon Hann Group Managing Director (Resigned on 28 February 2018) Cheah Eng Chuan Managing Director - Manufacturing (Resigned on 20 September 2017) The Terms of Reference of the Remuneration Committee is available on the Company’s website. MEETINGS AND ATTENDANCE The Remuneration Committee held a total of five (5) meetings during the financial year ended 31 December 2017 with full attendance from the members of the Remuneration Committee and Company Secretary. Details of attendance are as follows: Directors Attendance Datuk Dr. Wong Lai Sum 5 out of 5 Lim Chee Hoong 5 out of 5 Dato’ Hamzah bin Mohd Salleh 5 out of 5 Dato’ Lua Choon Hann 5 out of 5 Cheah Eng Chuan 4 out of 4 BOARD REMUNERATION The Board has adopted a remuneration policy for the Directors which sets out that the Directors’ remuneration shall be determined based on the following criteria:- • Level of responsibility; • Expertise; • Complexity of the Company’s activities; • Frequency of meetings; and • Industry benchmarks against similar companies. Procedure The Remuneration Committee recommends to the Board the remuneration to be paid to each Director based on the remuneration policy approved by the Board. It is nevertheless the ultimate responsibility of the entire Board to decide on the quantum for each director. The components of the remuneration for the Non-Executive Directors of the Company comprise of:- (a) Annual fixed fees as Director and fees for sitting in other Board Committees; and (b) Meeting allowance based on their attendance at the Board and Board Committees meetings.