IHH Healthcare Berhad | Annual Report 2024 84 Senior Management’s Remuneration There is a framework in place which defines the IHH Remuneration philosophy and includes compensation tools such as pay ranges (based on market data) of different levels of Senior Management according to job grade structure and location. A review of the job grade structure has been undertaken to enable consistent adoption and application across the Group. PRINCIPLE B – EFFECTIVE AUDIT AND RISK MANAGEMENT 1. Audit Committee The AC plays a pivotal role in assisting the Board to fulfil its oversight responsibilities through review of financial information and provides an unbiased assessment of the effectiveness and efficiency of the Group’s internal controls. Additionally, the AC reviews and reports to the Board on any COI situations that have arisen, persist or may arise, along with the measures taken to resolve, eliminate or mitigate such conflicts. The AC comprises four INEDs from diverse backgrounds, bringing extensive experience in healthcare, finance, audit, business strategy, risk management, legal, cybersecurity and corporate governance. All AC members are financially literate, competent and capable of understanding matters under the purview of the AC, including the financial reporting process. Review of External Auditors In line with market practices, the Company performs a major review of The Company’s remuneration policy is based on competitive and marketaligned guidelines, taking into account the different levels of Senior Management according to roles, responsibilities and levels of accountability. The Board determines all bonuses and share-based payments, where applicable, at the recommendation of our external auditors every five years, except under specific circumstances as determined by the Board. Management evaluates several criteria before recommending the appointment or re-appointment of external auditors to the AC. These criteria include industry expertise and experience, technical competencies, Group coordination and approach to the Group audit process, audit quality, transparency and professional conduct, track record, fees, quality of audit findings, other non-services provided and audit firm’s independence. As per the Policy on the Independence of Auditors and the Efficiency of Audits, which was revised and approved by the Board in November 2024, the permitted non-audit services for the external auditors confined to those services that will not undermine the independence of the auditors. There is a prescribed limit for the total remuneration for nonaudit services against the total fees of the external auditors in each year to prevent financial dependency and self-interest which will threaten the independence of auditors. the NRC. This is done after reviewing the individual performance appraisals and achievements of the key performance indicators of the Group’s BSC, which was approved by the Board. This ensures that the remuneration packages for our Senior Management are fair, equitable, competitive and commensurate with their individual performance, taking the Group’s performance into consideration. On an annual basis, Management will review the service levels of the auditors, agree on amendments to their scope of work to address new developments in the business and recommend their re-appointment to the AC. The annual evaluation of the external auditors is conducted through evaluation forms completed by the GCEO, Group Chief Financial Officer, Group Head, Internal Audit and the AC. The evaluation covers several critical areas including objectivity and independence, technical competence and ability, understanding of IHH Group’s businesses and industry, resources assigned and capability of the engagement partner and team, as well as the ability to provide constructive observations, recognise implications and make recommendations in areas needing improvement, particularly with respect to the organisation’s internal control system over financial reporting. The AC and Management consider the insights provided in the external auditors’ Annual Transparency Report during the evaluation process. The details of aggregate remuneration for the GCEO for the financial year ended 31 December 2024 are as follows: Company (RM’000) No Name Position Salary Allowance Bonus Benefits Other emoluments Total 1 Dr Prem Kumar Nair Group Chief Executive Officer 4,891 – – – 9,266 14,157 Corporate Governance Overview Statement Governance
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