NOMINATION AND REMUNERATION COMMITTEE (“NRC”) The NRC comprises three (3) members, all of whom are exclusively Non-Executive Directors, with a majority being Independent Directors. Pn. Rowina Ghazali Seth, an Independent Non-Executive Director, chairs the NRC. The main responsibilities of the NRC are to assist the Board in the nomination of Directors and Senior Management, assess the effectiveness of the Board and Board Committees, recommend remuneration packages and assess the performance of Managing Director/Chief Executive Officer and Senior Management. A total of eight (8) meetings were held during the financial year. Among the key activities undertaken by the NRC during the financial year under review were as follows:- Board Composition and Succession Planning • Reviewed the board size and structure, tenure of each Director, the mix of Directors in terms of gender diversity, skills and expertise of each Director to ensure high standard of Board performance and succession for both Executive and Non-Executive Directors in the event of any deficiency. • Reviewed the composition of the Board and Board Committees of UEM Edgenta Berhad. • Reviewed the Board Composition for the subsidiaries/ associate companies of UEM Edgenta Berhad. • Recommended the re-election/re-appointment of Directors under the retirement by rotation provisions of the Constitution of the Company and the Companies Act, 2016. Remuneration for UEM Edgenta Group • Reviewed and recommended:- – The 2023 Corporate Scorecard Achievement and Managing Director/Chief Executive Officer’s Scorecard Achievement. – The Proposed 2024 Corporate Scorecard and Managing Director/Chief Executive Officer’s Scorecard. – The 2023 Bonus Pool and 2024 increment. – The 2023 Performance Bonus of the Managing Director/Chief Executive Officer and Senior Management. Governance/Policy • Approved the MCCG proposed action plan. • Reviewed and recommended:- – The adoption of the Restriction of Political Involvement Policy. – The update of the Terms of Reference of the NRC. – The update of the Board Charter. – The revision of travel related benefits. Human Resources • Reviewed and recommended:- – The revision of job-related allowances. – People Cost Optimisation Plan. – Productivity Benchmarking Study. – Gender Diversity Policy. • Discussed the Talent Review 2024. Recruitment and Appointment of Directors • Assessed and recommended to the Board the candidacy of Director, appointment of Directors to Board Committees, and reviewed Board’s succession plans and training programmes for the Board. • Reviewed the required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board. Board Effectiveness Assessment • Assessed the Directors annually, the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director including his/her time commitment to effectively discharge his/her role as a Director, his character, experience and integrity. All assessments and evaluations carried out by the NRC in the discharge of all its functions were properly documented. Recruitment/Appointment and Succession Planning of Senior Management • Reviewed the character, experience, integrity, competence and time commitment to effectively discharge the role of Chief Financial Officer. • Reviewed and recommended:- – The proposed appointment of Senior Management of Grade UT2 and above. – Proposed appointment of Managing Director for Regional Headquarters. Remuneration of Directors • Reviewed and recommended to the Board the remuneration of Non-Executive Directors and to review the Group’s remuneration policies and procedures. 231 GOVERNANCE
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