NOMINATION AND REMUNERATION COMMITTEE (“NRC”) The main responsibilities of the NRC is to assist the Board on the nomination of Directors and Senior Management, assessing the effectiveness of the Board and Board Committees and recommending remuneration packages and assessing the performance of Managing Director/Chief Executive Officer and Senior Management. Among the key activities undertaken by the NRC during the financial year under review were as follows:- Board Composition and Succession Planning R eviewed the Board size and structure, tenure of each Director, the mix of Directors in terms of gender diversity, skills and expertise of each Directors to ensure high standard of Board performance and succession for both Executive and Non-Executive Directors in the event of any deficiency. R eviewed the composition of the Board and Board Committees of UEM Edgenta Berhad. R eviewed the Board composition for the subsidiaries/associate companies of UEM Edgenta Berhad. Recommended the re-election/re-appointment of Directors under the retirement by rotation provisions of the Constitution of the Company and the Companies Act, 2016. Recruitment and Appointment of Directors A ssessed and recommended to the Board the candidacy of Director, appointment of Directors to Board Committees, and reviewed Board’s succession plans and training programmes for the Board. R eviewed the required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board. Board Effectiveness Evaluation A ssessed the Directors annually, the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director including his/her time commitment to effectively discharge his/her role as a Director, character, experience and integrity. All assessments and evaluations carried out by the NRC in the discharge of all its functions were properly documented. Remuneration of Directors R eviewed and recommended to the Board the remuneration of Non-Executive Directors in all its forms and to review the Group’s remuneration policies and procedures which should be disclosed in the Annual Report. CORPORATE GOVERNANCE OVERVIEW STATEMENT Recruitment/Appointment and Succession Planning of Senior Management R eviewed the character, experience, integrity, competence and time commitment to effectively discharge the roles of Managing Director/Chief Executive Officer and Chief Financial Officer. R eviewed the current status of the Succession Plan for Senior Management and the progress made so far and identified areas that require further attention. Reviewed and recommended:- • Proposed appointments of Senior Management. • New organisational chart and appointment of General Manager for UEMS Pte Ltd. Remuneration for UEM Edgenta Group Overseeing the Conduct of Business Reviewed and recommended:- • The 2021 Corporate Scorecard Achievement and 2021 Managing Director/Chief Executive Officer’s Scorecard Achievement. • T he proposed 2022 Corporate Scorecard and Managing Director/Chief Executive Officer’s Scorecard. • The 2021 Bonus Pool and 2022 increment. • T he 2021 Performance Bonus of the Managing Director/Chief Executive Officer and Senior Management. • The proposed Talent Attraction and Retention Strategy. • Minimum wage implementation and revision of selected Terms and Condition of employment. • The revision to employee benefits. • The proposed Rewards Structure for Edgenta NXT Sdn Bhd. R eviewed and recommended the formation of Executive Committee for Healthcare Support and Asset Consultancy. Governance/Policy Approved the MCCG proposed action plan. Reviewed and recommended:- • The Fit and Proper Policy. • The revision of Additional Responsibility Allowance Policy. • The Remuneration Policy for Global Talent Mobility Programme. CORPORATE GOVERNANCE OVERVIEW STATEMENT p.224 p.225 UEM EDGENTA BERHAD INTEGRATED ANNUAL REPORT 2022 1 2 3 4 5 6 7 8 9 GOVERNANCE
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