CORPORATE GOVERNANCE 104 Al-`Aqar Healthcare REIT | Annual Report 2024 BOARD NOMINATION AND REMUNERATION COMMITTEE REPORT ROLES AND RESPONSIBILITIES Notwithstanding the duties assigned to it by law and other duties which may be assigned thereto by the Board of Directors, the Nomination and Remuneration Committee shall have the following basic responsibilities: • With Respect to Remuneration: a) Recommend to the Board the policy for the remuneration of the Company’s Directors; b) Determine the total individual Remuneration package of the CEO/Executive Director, including bonuses, share-based incentive awards, and other elements of their remuneration; c) Determine and recommend the Key Performance Indicators and/or performance score-card for the CEO and the Company; d) Ensure compliance with the Remuneration package is competitive and complies with the Remuneration Policy that was approved and ratified by the shareholders. The policy is available through the corporate web page of the Company. • With Respect to Nomination a) Regularly review the structure, size and composition (including the skills, experience, independence, knowledge, and diversity, including gender) of the Board and make recommendations to the Board with regard to any changes that are deemed necessary. b) Keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace. • With Respect to Appointments to the Board a) Assess the qualifications, background knowledge, and experience necessary to sit on the Board of Directors, defining, accordingly, the duties and qualifications required of the candidates to fill each vacancy, according to the Fit and Proper Policy of the Company that is available through the corporate web page of the Company. b) Consider possible candidates to fill vacancies for the position of director, provided that the BNRC may as well independently search for and consider alternative candidates for such position. Such Directors are, for the avoidance of doubt, to be appointed upon a decision of the Shareholder of the Manager. c) Examine or organise, in the manner it deems appropriate, the succession of the Chairman and CEO and, if appropriate, make proposals to the Board of Directors for such succession to take place in an orderly and well-planned manner. d) Ensure that due diligence is carried out on the candidate for directorship and CEO to ensure compliance with the regulatory requirements set by the Authorities. e) Ensure compliance with BM’s requirement towards 30% female presence on the Board by the year 2027. • With Respect to Induction and Training The Committee shall ensure that all new directors undertake an appropriate on-boarding Directors Programme and the Mandatory Accreditation Programme (Bursa Malaysia) to ensure that they are fully informed about strategic and commercial issues affecting the Company and the markets in which it operates as well as their duties and responsibilities as a director and consider any training requirements for the Board as a whole. • With Respect to Conflicts of Interest The Committee shall: a) Before the appointment of a director, require the proposed appointee to disclose any other business interests that may result in a conflict of interest and to report any future business interests that could result in a conflict of interest; b) Consider and, if appropriate, authorise situational conflicts of interest of directors and potential directors. • With Respect to The Board Evaluation The Committee shall: a) Assist the Chairman of the Board with the implementation of an annual evaluation process. b) Review the results of the Board performance evaluation process that relate to the composition of the Board.
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