PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) II. Board Composition (continued) Nomination Committee (continued) (j) Discussed the training needs of the Directors and training program available for the Directors to equip themselves with relevant knowledge and keep abreast of latest regulatory developments to effectively discharge their duties. (k) Reviewed the succession plan and progress of the Executive Directors. III. Remuneration 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 Ji Haitao Chairman of Remuneration Committee & Independent Non-Executive Director Lim Chee Hoong Independent Non-Executive Director Dato’ Dr. Awang Adek bin Hussin Independent Non-Executive Chairman (resigned on 27 August 2021) Datin Azalina binti Adham Independent Non-Executive Director (appointed on 27 August 2021) The Remuneration Committee held a total of two (2) meetings during the FY2021. The Remuneration Committee members’ attendance records are outlined on Page 41 of this Statement. The Terms of Reference of Remuneration Committee is available at the Company’s Website. The Board has established the Directors’ Remuneration Policy in order to ensure fair remuneration package is set. The Board is mindful that fair remuneration is critical to attract, retain and motivate Directors and senior management. The remuneration package should take into account the complexity of the Company’s business, the individual’s responsibilities, expertise, frequency of meetings and industry benchmarks against similar companies. The Directors’ Remuneration Policy is reviewed by the Remuneration Committee on an annual basis to ensure that it remains relevant and any proposed revision to the Directors’ Remuneration Policy will be recommended to the Board for approval. 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 of remuneration 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 Board Committees; and (b) Meeting allowance based on their attendance at the Board and Board Committees meetings. 45 P R G H O L D I N G S B E R H A D A N N U A L R E P O R T 2 0 2 1 CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont’d)
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