PRG Holdings Berhad Annual Report 2018

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 Independent Non-Executive Director & Chairman of Remuneration Committee Lim Chee Hoong Independent Non-Executive Director Dato’ Dr. Awang Adek bin Hussin Independent Non-Executive Director (Appointed on 26 February 2019) Dato’ Hamzah bin Mohd Salleh Independent Non-Executive Director (Resigned on 27 December 2018) 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 three (3) meetings during the financial year ended 31 December 2018 with full attendance recorded by the members of the Remuneration Committee and the Company Secretary. Details of attendance are as follows: Directors Attendance Datuk Dr. Wong Lai Sum 3 out of 3 Lim Chee Hoong 3 out of 3 Dato’ Hamzah bin Mohd Salleh 3 out of 3 (Resigned on 27 December 2018) Dato’ Dr. Awang Adek bin Hussin Not applicable (Appointed on 26 February 2019) 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 key criteria:- • Level of responsibility; • Expertise; • Complexity of the Company’s activities; • Frequency of meetings; and • Industry benchmarks against similar companies. Procedure The Remuneration Committee reviews and recommends to the Board the remunerations of the Directors based on the Remuneration Policy approved by the Board. It is nevertheless the ultimate responsibility of the Board to decide on the quantum for each Director. The component 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. 55 PRG HOLD I NGS BERHAD REPORT OF THE REMUNERATION COMMITTEE