89 Roles of the NRC The primary role of the NRC is to assist the Board in fulfilling its fiduciary responsibilities. This includes reviewing and assessing the nomination and selection process for Board members and Senior Management, evaluating Board and Senior Management succession plans and talent management, assessing the performance of the Board, its Committees and individual Directors, and evaluating the training and development needs of Board members. Additionally, the NRC is responsible for implementing policies and procedures on remuneration, including reviewing the Group’s executive remuneration policy, remuneration framework and performance measures criteria, and 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 established on 18 April 2012. It was subsequently divided into the Nomination Committee (NC) and Remuneration Committee (RC) on 1 July 2018. On 28 May 2021, the functions of the NC and RC were consolidated into a single Board Committee, now 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 TOR of the NRC is periodically reviewed and updated as necessary to ensure it remains current and in compliance with applicable regulations and the Group’s policies. The TOR of the NRC was last reviewed and approved for adoption by the Board in February 2025. The TOR of the NRC is available on the Company’s website at https://www.ihhhealthcare.com/investors/ corporate-governance. Composition and Meetings The NRC is composed exclusively of NonExecutive Directors, with a majority being independent and represent an appropriate balance and diversity of skills, experience, gender and knowledge. During the financial year under review, the NRC met nine times. 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 2024 Dato’ Sri Muthanna bin Abdullah (Chairman) Independent Non-Executive Director 9/9 Jill Margaret Watts (Member) Independent Non-Executive Director 9/9 Satoshi Tanaka (Member) Independent Non-Executive Director 9/9 Chua Bin Hwee (Member) (Appointed on 14 August 2024) Independent Non-Executive Director 1/1 Lim Tsin-Lin (Member) Non-Independent Non-Executive Director 9/9 Ong Ai Lin (Member) (Retired on 28 May 2024) Independent Non-Executive Director 6/6 Takeshi Akutsu (Member) (Ceased on 31 March 2024) Non-Independent Non-Executive Director 3/3 Mohd Shahazwan bin Mohd Harris (Member) (Resigned on 29 August 2024) Non-Independent Non-Executive Director 7/8 Yoichiro Endo (Member) (Appointed on 1 April 2024 and Resigned on 29 August 2024) Non-Independent Non-Executive Director 3/5 Nomination and Remuneration Committee Report
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