Corporate Governance Overview Statement Governance The Board is satisfied that the trainings attended by the Directors in year 2023 were sufficient, appropriate and aided the Directors in the discharge of their duties. During the financial year under review and as part of the BDEE, the Directors completed the assessment of their individual areas for development. The findings of this technical competency assessment would be used to determine the training and development needs of the Directors. The Directors were encouraged to attend relevant training programmes to enhance their ability in discharging their duties and responsibilities as Directors. 3. Remuneration As the Company grows, we believe in providing appropriate remuneration for our talents by aligning pay and performance against the key strategic drivers of our long-term growth. Our policy on Directors’ remuneration serves to attract, retain and motivate capable Directors to manage the Group successfully. The remuneration has been carefully aligned with industry practices, taking into account the appropriate calibre of each Director, while upholding the interests of our shareholders. The Executive Directors’ remuneration package is designed in such a way that it links the rewards to corporate and individual performance. The NRC is responsible for reviewing and recommending to the Board the policy and framework of the Directors’ remuneration and the remuneration package for our Executive Director, where applicable. In the process, the NRC may receive advice from external consultants for the recommendation of the Group’s remuneration policy. The Board takes the ultimate responsibility of approving the remuneration of the Executive Director and the Executive Director does not participate in discussions and decisions on his own remuneration. As per the Board Charter of the Company, a formal independent review of the Non-Executive Directors’ (NEDs) remuneration is to be undertaken no less frequently than once every three years. In 2022, Korn Ferry was appointed to conduct an independent review of the NEDs remuneration which included benchmarking the remuneration with comparable peers (Korn Ferry’s Analysis). The objective is to ensure that the remuneration and benefits of the NEDs are competitive, appropriate and in line with the prevalent market practices. Our Directors’ remuneration framework serves to attract, retain and motivate capable Directors to manage the Company successfully. The NEDs’ remuneration framework reflects the merits, valuable contribution and level of responsibilities undertaken by the individual NED. The Board determines the fees payable to NEDs, and individual Directors do not participate in decisions regarding their own remuneration package. All Board members are eligible for medical benefits and are covered by Directors and Officers liability insurance for any liability incurred in the discharge of their duties, provided that they have not acted fraudulently or dishonestly or derived any personal profit or advantage. IHH Healthcare Berhad 94
RkJQdWJsaXNoZXIy NDgzMzc=