Managing Conflict of Interest (Cont’d) A member of the Board who directly or indirectly has by himself, his spouse or children, any interest in any matter under discussion by the Board shall disclose to the Board the existence of such interest and nature thereof. As such, a disclosure shall be recorded in the minutes of the Board, and after the disclosure: (a) the member shall not take part nor be present in any deliberation or decision of the Board; (b) the Director shall be disregarded for the purpose of constituting a quorum of the Board relating to the matter; and (c) no act or proceedings of the Board shall be invalidated on the ground that any member of the Board has contravened the provisions of this section. Continuing Education and Development Directors play a critical role in guiding the strategy and operations of organisations, therefore, on-going education and development ensures that Directors are kept up-to-date on emerging trends, best practices, and regulatory requirements. Trainings and presentations attended and delivered by the Directors are specified in the Directors profiles on pages 86 to 92. Board Remuneration The Board acknowledges that MCCG 2021 emphasises that Directors’ remuneration, which is well structured, clearly linked to the strategic objectives of a company, and rewards contribution to the long-term success of the company is important in promoting business stability and growth. The REIT Manager has in place policies and procedures regarding remuneration and aims to set remuneration at level that is sufficient to attract, motivate, and retain the Directors needed to achieve the Company’s long-term objectives, taking into consideration all relevant factors including the complexity of the Company’s business and its performance, the skills and experience of the relevant Director and his or her responsibilities, contribution and commitment to the Company. The Board Nomination and Remuneration policy is responsible to recommend and ensure the administration of a fair and transparent procedure for setting policy on the remuneration of directors and senior management. The remuneration packages are also designed on the basis of the directors’ senior management’s merit, qualification, and competence while having regard to the company’s operating results, individual performance, and comparable market statistics. As such, the Board complies with the remuneration policy set by the Johor Corporation Group of Companies. Practice 8.1 of the MCCG 2021 requires a disclosure on directors’ remuneration, where “detailed disclosure on a named basis for the remuneration of individual directors and the remuneration breakdown of individual directors includes fees, salary, bonus, benefits-in-kind, and other emoluments”. The REIT Manager explained that the Board’s nomination, and appointment remuneration is undertaken by the REIT Manager, a private company in the Johor Corporation Group, and not by the REIT. The appointment, re-appointment, and remuneration of a director of the Company are not subject to the approval by the unitholders of the listed funds. As such in this instance, the required disclosure does not apply to the REIT. Senior Management Remuneration The REIT Manager also adopts the DRMSB’s Employee Salary Scheme as a guiding principle to provide a competitive level of total compensation to attract and retain qualified and competent staff. It is also driven primarily based on performance as specified in its Performance Management Policy. PRINCIPLE A: BOARD LEADERSHIP & EFFECTIVENESS (CONT’D) CORPORATE GOVERNANCE OVERVIEW STATEMENT 105 CORPORATE GOVERNANCE 1 2 3 5 6 AL-`AQAR HEALTHCARE REIT ANNUAL REPORT 2023
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