BIMB Integrated Annual Report 2017

CORPORATE GOVERNANCE OVERVIEW STATEMENT DIRECTORS’ REMUNERATION Amongst the objectives of the NRC is to determine an appropriate remuneration policy that aligns remuneration with strategy to drive the long-term success of the Company and ensures that the Company can continue to attract, retain and motivate quality leaders. During the period under review, the NRC implemented a new remuneration framework for the Directors, taking into account the FIDE Director’s Remuneration Report 2015 (FIDE Report) and BNM CG Policy on Remuneration. In view of the above, the Company’s policy on the remuneration for Directors’ was revised as follows: (a) Fees and Other Emoluments Non-Executive Directors are remunerated by way of monthly fees, a sitting allowance and other emoluments. Fees payable to Non-Executive Directors are subject to Shareholders’ approval at the Annual General Meeting. (b) Benefits in Kind Other benefits such as Directors’ Health and Medical Benefit together with Directors’ and Officers’ (“D&O”) liability insurance and travelling allowance are also provided. The remuneration of the Directors is reviewed regularly to ensure the Directors are reasonably remunerated to reflect their role, responsibilities and efforts in discharging their fiduciary duties. Details of each Director’s and CEO remuneration for the financial year ended 31 December 2017 are disclosed in Note 38 on pages 240 to 242 of this Integrated Annual Report and in the CG Report. KEY SENIOR MANAGEMENT REMUNERATION The remuneration package for the key Senior Management is structuredtolinkrewardstocorporateandindividualperformance. It comprises salary, allowances, bonuses and other benefits aligned with prudent risk-taking. The key Senior Management’s compensation package is determined by performance during the year against individual KPIs in a scorecard in consensus with the corporate objectives as approved by the Board. The NRC reviews the performance of the key Senior Management annually and submits views/ recommendations to the Board on the remuneration and/or rewards to reflect the key Senior Management’s contributions towards the Company’s achievements for the year. Bands of the senior management’s remuneration for the financial year ended 31 December 2017 are disclosed in the CG Report. The NRC is satisfied that it has discharged its responsibilities in accordance with the mandate given by the Board and its TOR. This report was made in accordance with the resolution of the Board of Directors dated 28 March 2018. The six (6) key considerations in the setting of Non-Executive Directors remuneration to ensure there was equitable remuneration for role, effort and risk highlighted in the FIDE Report were as follows:- 1. The number of meetings attended to be used as an indicator of a Non-Executive Director’s contributions; 2. A meeting fee rate should be based on a comparable rate that the market pays for a talent with similar caliber and expected contributions; 3. The fixed fee (retainer fee) component to be reduced and the meeting fee (sitting fee) component to be increased so that the Non-Executive Directors were better recognised for their preparation and contributions at meetings including meetings with BNM. Fixed fee would be determined by taking into account the Non-Executive Director’s expected time spent on Board’s education, networking and engagement with stakeholders; 4. Rate for all meeting fees should be standardized for all Board and Board Committee meetings to recognize the value of each member’s contributions; 5. The Chairman of the Board and the Board Committees to be remunerated at a premium given the additional role that they play in guiding and managing the Board and the Board Committees; and 6. The remuneration to be paid on a timely and periodic basis. 134 BIMB HOLDINGS BERHAD Integrated Annual Report 2017