FRONTKEN CORPORATION BERHAD 200401012517 (651020-T) ANNUAL REPORT 2024 37 PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION (CONT’D) A summary of key activities undertaken by the NC in discharging its duties during the financial year under review and up to the date of this Statement is set out below: • Reviewed and assessed the independence of Independent Non-Executive Directors; • Reviewed and recommended the re-election of retiring Directors, including the “Fit and Proper” test as set out in the policy, the continuance of which requires shareholders’ approval to be determined at the forthcoming Annual General Meeting; • Assessed the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual Director; • Considered the training undertaken by the Directors; and • Reviewed and assessed the term of office and performance of the Audit Committee and each of its members. III. REMUNERATION The RC currently consists of three (3) members all are Independent Non-Executive Directors. The RC is entrusted by the Board to implement the policies and procedures on matters relating to the remuneration of the Board and Senior Management and making recommendations on the same to the Board for approval. The Board has adopted the said policies as deliberated by the RC to determine the remuneration of Directors and Senior Management, which is aligned with the business strategy and long-term objectives of the Company. The Executive Directors and Senior Management are paid salaries, allowance, performance-based incentive, including bonus, and other customary benefits, as appropriate. The remuneration is set based on relevant market relativities, performance, qualifications, experience, and geographic location where the personnel is based. The salary level for Executive Directors and Senior Management considers, among others, the nature of the role, performance of the business and the individual and market positioning and their respective Key Performance Indicators which include ESG and sustainability considerations. The remuneration of Independent Non-Executive Directors comprises fees only. The Board ensures that the remuneration for Independent Non-Executive Directors do not conflict with their obligation to bring objectivity and independent judgement on matters discussed at Board meetings. The respective Directors are required to abstain from deliberation and voting on their own remuneration at Board Meetings. Pursuant to the MMLR of Bursa Securities, the Company is required to disclose the remuneration received by its directors, on a named basis, for the financial year under review from the Company and the Group, covering fees, salaries, bonuses, benefits-in-kind and others. Full details of such remuneration received by the Directors on a named basis are disclosed under Practice 8.1 of the Corporate Governance Report of the Company which is uploaded on the corporate website at www.frontken.com. CORPORATE GOVERNANCE OVERVIEW STATEMENT (CONT’D)
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