Roles of the NRC The NRC’s primary role is to assist the Board in fulfilling its fiduciary responsibilities relating to the review and assessment of the nomination and selection process of Board members and Senior Management, review of Board and Senior Management succession plans and talent management, assessment of the Board, its Committees and each individual Director’s performance, evaluation of the training and development needs of the Board members as well as implementation of policies and procedures on remuneration, including reviewing the Group’s executive remuneration policy, remuneration framework and performance measures criteria and the various incentive or retention schemes implemented by the Group. In carrying out its duties and responsibilities, the NRC has the following authorities: The Nomination and Remuneration Committee (NRC) was first established on 18 April 2012 prior to its division into the Nomination Committee (NC) and Remuneration Committee (RC) on 1 July 2018. On 28 May 2021, functions of the NC and RC have been combined into the Board Committee known as the Nomination and Remuneration Committee. • Perform the activities required to discharge its responsibilities and make recommendations to the Board; • Select, engage and seek approval from the Board (within the Group’s Limits of Authority) for fees for professional advisors that the NRC may require to carry out its duties; • Have full and unrestricted access to information, records, properties and employees of the Group; • Seek input from the concerned individuals on remuneration policies, but no individual should be directly involved in deciding their own remuneration; and • Have access to the advice and services of the Company Secretary. Terms of Reference The NRC is governed by a clearly defined and documented Terms of Reference (TOR). The NRC’s TOR is reviewed and updated from time to time, as the need arises, to ensure that it remains up-to-date and in conformity with the applicable regulations and Group’s policies. The TOR of the NRC was last reviewed and approved for adoption by the Board in May 2021. The TOR of the NRC is published on the Company’s website at https://www.ihhhealthcare.com/investors/ corporate-governance. Composition and Meetings The NRC is comprised exclusively of Non-Executive Directors, a majority of whom are independent and represent an appropriate balance and diversity of skills, experience, gender and knowledge. The NRC met ten times during the financial year under review. The composition of the NRC and the attendance record of its members for the year under review are as follows: Director Designation Total Meetings Attended in 2023 Dato’ Sri Muthanna bin Abdullah (Chairman) Independent Non-Executive Director 10/10 Jill Margaret Watts (Member) Independent Non-Executive Director 9/10 Ong Ai Lin (Member) Independent Non-Executive Director 9/10 Satoshi Tanaka (Member) Independent Non-Executive Director 9/10 Lim Tsin-Lin (Member) (Appointed on 16 February 2023) Non-Independent Non-Executive Director 8/8 Takeshi Akutsu (Member) (Appointed on 16 February 2023) Non-Independent Non-Executive Director 7/8 Mohd Shahazwan bin Mohd Harris (Member) (Appointed on 1 May 2023) Non-Independent Non-Executive Director 4/5 Takeshi Saito (Member) (Ceased on 27 January 2023) Non-Independent Non-Executive Director 0/0 Dr Farid bin Mohamed Sani (Member) (Ceased on 10 February 2023) Non-Independent Non-Executive Director 0/1 Tunku Alizakri bin Raja Muhammad Alias (Member) (Ceased on 16 March 2023) Non-Independent Non-Executive Director 3/3 Annual Report 2023 101 Nomination and Remuneration Committee Report
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