Nomination and Remuneration Committee Report Governance Selection and Appointment of Directors The Group has adopted the Policy on the Nomination and Assessment Process of Board Members (Policy on Nomination and Assessment) that sets out the process and requirements to be undertaken by the NRC and Board in discharging their responsibilities in terms of the nomination, assessment and re-election of Board members in compliance with the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad and Malaysian Code on Corporate Governance (MCCG). The Policy on Nomination and Assessment is administered by the NRC. The Group had on 28 November 2022 adopted the Directors’ Fit and Proper Policy (F&P Policy) which sets out the criteria for the appointment and re-appointment of Directors on the Board of the Company and its subsidiaries in compliance with the MMLR of Bursa Malaysia Securities Berhad. The F&P Policy is administered by the NRC and Board, and shall be read together with the Policy on Nomination and Assessment. The NRC meetings were attended by the Chief Executive Officer and Group Chief Human Resources Officer together with other relevant members of the Senior Management and professional advisors engaged on particular subject matters, upon invitation by the NRC. Minutes of the NRC meetings would be circulated to all members for comments and the decisions made by the NRC would be communicated to the relevant process owners for action. The Chairman of the NRC would provide a report highlighting significant points of the decisions and recommendations made by the NRC to the Board and significant matters reserved for the Board’s approval, if any. Summary of Activities During the financial year under review, the NRC carried out, among others, the following key activities: 1. Assessed and recommended to the Board, the composition of the Board of Directors of the subsidiaries; 2. Assessed and recommended to the Board, the appointment of new Directors; 3. Recommended the re-election of Directors at the Thirteenth Annual General Meeting (AGM) to the Board for consideration; 4. Assessed the Board and Board Committees’ composition, performance, quality, skills, competencies and effectiveness for the year 2022; 5. Assessed the performance and achievement of the key performance indicators of the Group for 2022 against the approved balanced scorecard (BSC); 6. Deliberated and recommended to the Board for approval, the BSC framework of the Group for the year 2023 and 2024, taking into account the Group’s sustainability strategies, priorities and targets; 7. Reviewed the Non-Executive Directors fees from 1 July 2023 until 30 June 2024; 8. Discussed and recommended to the Board for approval, the bonus and salary increment (where applicable) for the Group and long term incentive and enterprise option scheme grant for the eligible employees of the Group upon assessing the performance of the Group for year 2022 and 2023; 9. Discussed and recommended to the Board for approval, the retention plans for selected roles in key markets; 10. Reviewed and recommended to the Board for approval, the NRC Report for inclusion in the Annual Report 2022; 11. Discussed the annual evaluation of the Board and Board Committees; 12. Reviewed and recommended to the Board for approval, the salary revision, appointment and employment contract where applicable, of the relevant Senior Management members; and 13. Discussed the succession planning of key positions of the Group. IHH Healthcare Berhad 102
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