UEM EDGENTA BERHAD Integrated Annual Report 2025 228 NOMINATION AND REMUNERATION COMMITTEE (“NRC”) The NRC comprises three (3) members who are non-executive directors with independent directors forming the majority. It is chaired by Puan Rowina Ghazali Seth, an Independent Non-Executive Director of the Company. In supporting the Board in its decision making, the NRC is responsible for reviewing the nomination and appointment of directors and senior management, evaluating the effectiveness of the Board and its Committees, recommending appropriate remuneration packages, and assessing the performance of the Managing Director/Chief Executive Officer and Senior Management. During the financial year under review, ten (10) NRC meetings were held where several key activities aligned with its governance and oversight responsibilities were undertaken by NRC as summarised below:- 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 Committees of UEM Edgenta Berhad. • Reviewed the change of 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. Recruitment and Appointment of Directors • Assessed and recommended to the Board the candidacy of Managing Director/Chief Executive Officer. • Reviewed the Board’s succession plans and training programmes for the Board. • Reviewed the required mix of skills, experience, core competencies which a non-executive director could bring to enhance the Board’s effectiveness. Board Effectiveness Assessment • Assessed the effectiveness of the Board and the Committees including the contribution of each individual Director. The main assessment areas by the NRC covered time commitment, character, experience and integrity of the Directors. All assessments and evaluations carried out by the NRC were properly documented. 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. Remuneration for UEM Edgenta Group • Reviewed and recommended for the Board’s approval: - The 2024 Corporate Scorecard Achievement and Managing Director/ Chief Executive Officer’s Scorecard Achievement. - 2024 bonus pool and 2025 increment. - 2024 performance bonus for Managing Director/ Chief Executive Officer and Senior Management. - Proposed 2025 Corporate Scorecard. - Proposed 2025 Managing Director/ Chief Executive Officer Scorecard. - Proposed change to learning bond policy and learning management. - People cost optimisation. Recruitment/Appointment and Succession Planning of Senior Management • Considered the resignation of Managing Director/ Chief Executive Officer and interim operational leadership arrangement. • Reviewed and recommended for the Board’s approval:- - the proposed appointment of new Managing Director/ Chief Executive Officer. - the proposed appointment of new Company Secretaries. - the proposed renewal of fixed term employment contract of Senior Management of Grade UT2 and above. - proposed establishment of Edgenta Management Committee. Governance/Policy • Approved the Edgenta UEMS-Proposed Revised Terms and Conditions of Collective Agreement with the National Union of Workers in Hospital Support and Allied Services. • Reviewed the proposed Board composition for UEM Edgenta Group of Companies. Human Resources • Discussed the Talent Review 2025. • Reviewed the candidates for Managing Director/ Chief Executive Officer. CORPORATE GOVERNANCE OVERVIEW STATEMENT
RkJQdWJsaXNoZXIy NDgzMzc=