PRINCIPLE A: BOARD LEADERSHIP & EFFECTIVENESS (CONT'D) Managing Conflict of Interest The Manager’s policy requires that directors, officers and employees avoid any conflict between their own interests and the interests of the Group in dealing with suppliers, customers and other third parties, and in the conduct of their personal affairs, including transactions in securities of the Manager, any affiliated or any non-affiliated organisation. A member of the Board who directly or indirectly has by himself, his spouse or children, any interest in any matter under discussion by the Board shall disclose to the Board the existence of such interest and nature thereof. As such, a disclosure shall be recorded in the minutes of the Board, and after the disclosure: (a) the member shall not take part nor be present in any deliberation or decision of the Board; (b) the Director shall be disregarded for the purpose of constituting a quorum of the Board relating to the matter; and (c) no act or proceedings of the Board shall be invalidated on the ground that any member of the Board has contravened the provisions of this section. Board Remuneration The Board acknowledges that MCCG 2021 emphasises that Directors’ remuneration, which is well structured, clearly linked to the strategic objectives of a company, and rewards contribution to the long-term success of the company is important in promoting business stability and growth. The Manager has in place policies and procedures regarding remuneration and aims to set remuneration at level which is sufficient to attract, motivate and retain the Directors needed to achieve the Company’s long-term objectives, taking into consideration all relevant factors including the complexity of the Company’s business and its performance, the skills and experience of the relevant Director and his or her responsibilities, contribution and commitment to the Company. The remuneration packages are also designed on the basis of the directors’ senior management’s merit, qualification, and competence while having regard to the company’s operating results, individual performance, and comparable market statistics. As such the BNRC and the Board has recommended and approved a revised Directors’ remuneration which takes effect on in January 2025. The new remuneration was introduced taking into consideration the Board’s performance, competence and comparable market statistics. Practice 8.1 of the MCCG 2021 requires a disclosure on directors' remuneration, where “detailed disclosure on a named basis for the remuneration of individual directors and the remuneration breakdown of individual directors includes fees, salary, bonus, benefits-in-kind, and other emoluments”. The Manager explained that the Board’s nomination, and appointment remuneration is undertaken by the Manager, a private company in the Johor Corporation Group, and not by the REIT. The appointment, re-appointment, and remuneration of a director of the Company are not subject to the approval by the unitholders of the listed funds. As such in this instance, the required disclosure does not apply to the REIT. Corporate Governance Overview Statement 1 ABOUT US 107 3 SUSTAINABILITY STATEMENT 4 CORPORATE GOVERNANCE 5 OTHER INFORMATION 6 FINANCIAL STATEMENTS 2 BUSINESS OVERVIEW
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