AL-SALAM REIT ANNUAL REPORT 2019
Board Charter 84 ANNUAL REPORT 2019 AL-SALĀM REIT • B. Purposes The EC oversees the activities of the Manager and Al-Salām REIT on behalf of the Board which includes: (a) Making recommendations to the Board on all acquisitions, investments and disposals; (b) Making recommendations to the Board on any financing offers, capital management proposals and additional banking facilities; (c) Reporting and recommending to the Board any corporate exercise, including the issuance of new Al-Salām REIT units; and (d) Making recommendations to the Board on financial budgets. 5.3 Nomination and Remuneration Committee (NRC) A. Membership (i) The committee shall have at least 3 members, all of whom shall be non-executive directors with the majority being independent directors. (ii) The members and the Chairperson shall be appointed by the Board. (iii) The appointment of members terminates when the member ceases to be a director of the Company. (iv) The NRC shall have no executive powers. (v) In the absence of the Chairperson of the NRC, the members present shall elect one of their members to chair the meeting. B. Purposes Nomination (i) Identify and recommend candidates for Board directorship. (ii) Recommend directors to fill the seats on Board Committee. (iii) Evaluate the effectiveness of the Board and Board Committee (including the size and composition) and contributions of each individual director. (iv) Ensure an appropriate framework and plan for Board succession. (v) Assess the quality of performance and training needs are addressed. Remuneration (i) Provide assistance to the Board in determining the remuneration of Executive Director, and Managing Director. In fulfilling these responsibilities, the NRC is to ensure that executive directors of the Company: • are fairly rewarded for their individual contribution to overall performance; • are compensated reasonably in light of the Company’s objectives; and • are compensated similar to other companies. (ii) Review the Executive/Managing Director’s performance against the goals and objectives set. 6. REMUNERATION POLICIES The remuneration of the Directors is paid by the Manager and not by the Fund. The remuneration of the Executive Director is structured based on linking rewards to corporate and individual performance. For Non-Executive Directors, they receive a basic fee, an additional fee for serving on any of the committees and a sitting allowance for attending meetings of the Board and any of the committee meetings. 7. FINANCIAL REPORTING 7.1 Compliance Officer The Manager has a designated compliance officer working towards ensuring the compliance with all legislations, rules and guidelines issued by the Securities Commission and Bursa Securities as well as Al-Salām REIT’s Deed.
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