SECTION 3: OUR GOVERNANCE 116 Remuneration The Remuneration Committee (RC) is established with a clearly defined Terms of Reference (TOR) and comprises solely Independent NonExecutive Directors (INEDs), as follows: Director Training Attended Role in the Committee Alice Lee Chia Yee Independent Non-Executive Director Chairperson Poh Ying Loo Independent Non-Executive Director Member Datin Suryani Binti Ahmad Sarji Independent Non-Executive Director Member The Directors’ and Senior Management’s Remuneration Policy of the Company (“Remuneration Policy”) provides a structured framework to ensure fair, competitive and performance-driven compensation. The Remuneration Policy is designed to attract and retain high-calibre talent while aligning with the Group’s strategic objectives. It reflects the principles of transparency, fairness and market competitiveness, supporting the Group’s long-term success. A copy of the Remuneration Policy for Directors and Senior Management is available at the Company’s website (https://www.mstgolfgroup.com/corporate-governance/#company-policies). The RC reviews the remuneration of directors and senior management annually and submits its recommendation to the Board. The RC will ensure remuneration package maintain competitiveness and consistency with industry standards to attract and retain directors and senior management. Remunerations for INEDs reflect the Board responsibilities, expertise and complexity of the Group’s activities. They consist of fixed Directors’ fee and meeting allowances for every Board or Board committee’s meeting attended. Remunerations for Executive Directors and key senior management comprise fixed and variable components as well as benefits. Fixed salaries for Executive Directors and senior management are determined based on the nature of job in the position which includes the responsibility and complexity, as well as level of skills and experience and other market conditions. Variable components, including performance-based incentives, are tied to measurable individual and organizational performance, with annual reviews to ensure alignment with the Group’s strategic goals. The remuneration for Independent Non-Executive Directors and any benefit payable to the Directors are subject to shareholder’s approval at the AGM. Detailed information on Directors’ remuneration (which includes the CEO’s) for FY2024 on a named basis are disclosed in the Practice 8.1 of the Corporate Governance Report. CORPORATE GOVERNANCE OVERVIEW STATEMENT PRINCIPLE A BOARD LEADERSHIP AND EFFECTIVENESS
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