CORPORATE GOVERNANCE OVERVIEW STATEMENT Directors’ Fees Proposed Directors’ Fee per annum (RM) Chairman Member Board 210,000 108,000 Audit Committee 50,000 30,000 Other Board Committees 25,000 15,000 The current benefits payable and accorded to the Directors are:- No. Description Directors’ benefits (a) Meeting allowance for ad-hoc or temporary Board Committees established for specific purposes (i) Chairman of committee – RM2,000 per meeting (ii) Member of committee – RM1,000 per meeting (b) Car allowance for Chairman of UEM Edgenta RM3,400 per month (c) Medical benefits for Board members Where a Director sits on several boards within the UEM Group of Companies, he will be entitled to claim medical benefits from one (1) company only. (i) M edical coverage of RM7,000 per annum, inclusive of outpatient, clinical, specialist and dental; and (ii) H ospitalisation of RM100,000 per annum including room and board at RM500 per day (d) Training and Development of Directors A training budget is allocated for Directors to attend relevant training programmes and seminars to enhance their knowledge and skills in discharging their duties. (e) Directors’ & Officers’ Liability Insurance Directors are covered by Directors’ and Officers’ Liability Insurance maintained throughout the financial year to indemnify Directors and officers against any liability incurred by them in the discharge of their duties while holding office as Directors and officers of the Company. (f) Subsistence allowance for business travel Peninsular & East Malaysia – RM150 per day Overseas – USD125 per day The Company would be seeking shareholders’ approval at the forthcoming annual general meeting for the payment of Directors’ benefits for items (a) and (b) of the above table. Remuneration for Senior Management The Board had on 25 February 2021 established a Senior Management Remuneration Framework. This framework which is benchmarked against market rate, is to ensure that Senior Management is always remunerated fairly and to attract, retain and motivate individuals to give their best in serving the Company. However, due to talent retention purposes, the framework is not published on the website. The Management will reconsider the appropriateness of the publication of the framework on the Company’s website. REMUNERATION The Board via the NRC is also tasked to establish and review periodically the remuneration policies and procedures to attract and retain Directors and Senior Management. Remuneration for Directors The Directors’ remuneration is reviewed from time to time and is determined at levels which enable UEM Edgenta Group to attract and retain Directors with the relevant experience and expertise needed to manage the Group effectively. Additionally, the Company also has its own Remuneration Policy for Non-Executive Directors, which was drawn up with the aim to strengthen the Company’s commitment to attract and retain talented and well qualified candidates while being financially cautious. This policy was in place since 8 December 2020. For transparency purpose, the Remuneration Policy is published on the Company’s website at www.uemedgenta.com. The Non-Executive Directors are paid a fixed base fee on a quarterly basis. With the recommendation from the NRC, the Board as a whole determines the remuneration for Non-Executive Directors with Directors concerned abstaining from deliberation or voting on decision in respect of their remuneration. The aggregate amount of Directors’ fee to be paid to Non-Executive Directors is subject to the approval of the shareholders at general meeting. The Directors’ Remuneration Framework which was last reviewed in August 2020 is as below. The remuneration breakdown of individual Directors which includes fees, salary, bonus, benefits-in-kind and other emoluments are as set out in the CG Report under Practice 8.1. p.231 1 2 3 4 5 6 7 8 9 GOVERNANCE p.230 UEM EDGENTA BERHAD INTEGRATED ANNUAL REPORT 2022 Board Effectiveness Assessment The Board via the NRC performs yearly Board Effectiveness Assessment (“BEA”) of its performance and activities. As the Company is not a Large Company, the BEA for FY2022 was facilitated by the Company Secretary via an online portal, which covered key topics and included forward looking elements as follows:- CORPORATE GOVERNANCE OVERVIEW STATEMENT All feedbacks are handled in a confidential manner to ensure that Directors give their honest feedback. A summary of the key issues raised was then collated and presented in a report to the NRC and the Board. Based on the results of the BEA, the Board Criteria Matrix was updated. The skills criteria in the matrix are constantly reviewed to ensure that it covers the relevant knowledge/skills that are required for the businesses of the Company. The Board Criteria Matrix is considered an important tool in ensuring the diversity of the Board in terms of experience and expertise. With this matrix, the Board is able to identify any gaps in Board composition and use these gaps as criteria for selection of new Board members. The results for FY2022 did not indicate any material weaknesses or shortcomings identified that warrant specific action plan to address the same. The results of BEA indicated that the performance of the Board, Board Committees and individual Directors had been effective in their overall discharge of functions, roles and duties. The level of independence demonstrated by the Independent Directors are satisfactory. The results also revealed that the Board is satisfied that MD/CEO and CFO of the Company has the character, experience, integrity, competence and time to effectively discharge their roles accordingly. The Board is also satisfied that each Board member is able to devote sufficient time to the Company. Board Evaluation Assessment of Mix of Skills and Experience Directors’ Self and Peer Evaluation Assessment on Board Committees Independent Director’s Self-assessment Structure Operations & Interactions - Meetings - Papers - Comminications Roles & Responsibilities - G eneral Responsibilities - Strategy Planning - P erformance Management - Human Capital - Risk Management & Internal Control - ESG Contribution to Interaction Understanding of Role Quality of Input Chairman’s Role Leadership/ Stewardship AC Tan Sri Dr. Azmil Khalid Regulatory Experience & Network BGRC Dato’ George Stewart LaBrooy General Management NRC Rowina Ghazali Seth Sector/Service Experience BTC Shirley Goh BIC Jenifer Thien Entrepreneurship Others
RkJQdWJsaXNoZXIy NDgzMzc=