GOVERNANCE A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) 7. Annual Evaluation (cont’d) During the year, the Board conducted an internally facilitated Board assessment. The results and recommendations from the evaluation of the Board and its Board Committees were reported to the Board for full consideration and action. The Board was satisfied with the outcome, concluding that the skills and experience of the current Directors meet the requirements of the skills matrix and that the Chairman of the Board demonstrates the leadership to safeguard stakeholders’ interests and drive the development of the Group. Pursuant to Paragraph 15.20 of the MMLR of Bursa Securities, the NC of a listed issuer must review the term of office and performance of the AC and each of its members annually to determine whether the AC members have carried out their duties in accordance with their Terms of Reference. The NC reviewed and assessed the performance of each AC member and was satisfied with the AC’s overall effectiveness and the performance of AC members. The NC also considered the evaluation results when recommending Directors for re-election at the forthcoming AGM of the Company. The Directors standing for retirement by rotation pursuant to the Constitution of the Company, and subject to re-election at the forthcoming AGM are Dato’ Dr Norraesah binti Haji Mohamad, and Datuk Mohd Jimmy Wong bin Abdullah. The NC conducted a fit and proper assessment on the Directors subject to re-election and was satisfied with the outcome of the assessments. III. Remuneration The objectives of the Directors and Senior Management’s Remuneration Policy and the Terms of Reference of the RC are to provide fair and competitive remuneration to Directors and Senior Management, enabling the Group to attract and retain Directors and Senior Management of the calibre required to run the Group successfully. The RC is responsible for developing the Directors and Senior Management’s Remuneration Policy, and determining the remuneration packages for Directors, Group Managing Director, and Senior Management. However, the ultimate responsibility for approving these remuneration packages lies with the Board. In line with the Directors and Senior Management’s Remuneration Policy, the remuneration packages for the Executive Directors comprises a fixed component (i.e. salary, allowance and etc.) and a variable component (i.e. bonus, benefit-in kind and etc.). The variable component is tied to the Group’s overall financial performance each financial year. This structure is designed to align with the Group’s strategy, balancing motivation and challenge for the Board to deliver e business priorities and strong performance while driving the long-term sustainable success of the Group. The level of remuneration for Non-Executive Directors reflects their experience and level of responsibility undertaken by them. Non-Executive Directors will receive a fixed fee, with additional fees for serving on Board Committees. The Chairman of the NC, RC, RMC, or AC may receive higher fee for serving as Chairman of the respective committees. The fees for Non-Executive Directors are determined by the Board and approved by shareholders at the AGM. No Director is involved in deciding their own remuneration. During the financial year under review, the RC reviewed the remuneration for Directors and Senior Management. The remuneration packages were deemed comparable to industry norms, reflecting their level of responsibilities and the performance of the Group The remuneration policies and procedures governing the remuneration of Executive Directors, Non-Executive Directors and Senior Management are available in the Directors and Senior Management’s Remuneration Policy, published on the Company’s website. The details of the remuneration of the Board and top five (5) Senior Management, on a named basis, for the FY2025 were disclosed in the Corporate Governance Report for FY2025. A copy of the Directors and Senior Management’s Remuneration Policy is available on the Group’s website at https://www.zetrix.com/investor-relations/governance/ CORPORATE GOVERNANCE STATEMENT (cont’d) 177
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