Maxis Berhad | Annual Report 2013

52 Maxis Berhad | Annual Report 2013 The ESOS Committee meets as and when necessary at least once in every calendar year and can also make decisions by way of circular resolutions. The Committee met twice during the financial year ended 31 December 2013 with all members attending both meetings. In addition, the Committee also met a number of times informally during the financial year ended 31 December 2013. The Committee reviewed and discussed the terms and criteria for the ESOS allocation for eligible employees. Remuneration of Directors and Senior Management The objectives of the Group’s policy on Directors’ remuneration are to ensure that formal and transparent remuneration policies and procedures have been put in place to attract and retain Directors of the calibre needed to run the Group successfully. In Maxis, the component parts of remuneration for the Executive Directors are structured so as to link rewards to corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration reflects the experience, expertise and level of responsibilities undertaken by the particular Non-Executive Director concerned. 1. Remuneration procedures The Remuneration Committee recommends to the Board, the policy and framework of the Directors’ remuneration and the remuneration package for the Executive Director (who is also the CEO), the CFSO and the Chief Technology Officer (“CTO”). In recommending the Group’s remuneration policy, the Remuneration Committee may receive advice from external consultants. It is nevertheless the ultimate responsibility of the Board to approve the remuneration of the Directors, the CEO, CFSO and CTO. The Remuneration Committee also reviews the overall performance of the Company and the specific KPIs of the CEO, CFSO and CTO. In determining the bonus, the Remuneration Committee reviews their performance based on the overall performance of the Company, and the specific KPIs. Unless otherwise determined by an ordinary resolution of the Company in a general meeting, the total fees of all Directors in any year shall be a sum not exceeding in aggregate RM6,000,000.00 and divisible among the Directors as they may agree, or in the absence of an agreement, divided equally. The determination of the remuneration packages of Non-Executive Directors (whether in addition to or in lieu of their fees as Directors), is a matter for the Board as a whole. Individual Directors do not participate in decisions regarding their own remuneration package. 2. Directors’ Remuneration Package CORPORATE GOVERNANCE Continued NON-EXECUTIVE DIRECTORS Basic Salary The basic salary of the Executive Director is fixed for the duration of his contract. Any revision to the basic salary will be reviewed and recommended by the Remuneration Committee. Fees In accordance with the Company’s Articles, the total fees of all the Directors in any year shall be a fixed sum not exceeding in aggregate RM6,000,000.00 unless otherwise determined by an ordinary resolution of the Company in a general meeting. Bonus Scheme The Group operates a bonus scheme for all employees including the Executive Director. Specific KPIs on financial performance and operational performance were set to asses the performance of the Executive Director. Bonuses payable to the Executive Director are reviewed by the Remuneration Committee and approved by the Board. Benefits-in-Kind (such as car, etc.) are also made available to Non-Executive Directors as appropriate. Benefits-in-Kind and Others Other customary benefits (such as private medical cover, car, etc.) and other benefits are made available to the Executive Director as appropriate. EXECUTIVE DIRECTOR