BIMB Integrated Annual Report 2017

42 Intended Outcome The level and composition of remuneration of directors and senior management take into account the company’s desire to attract and retain the right talent in the board and senior management to drive the company’s long-term objectives. Remuneration policies and decisions are made through a transparent and independent process. Practice 6.2 The board has a Remuneration Committee to implement its policies and procedures on remuneration including reviewing and recommending matters relating to the remuneration of board and senior management. The Committee has written Terms of Reference which deals with its authority and duties and these Terms are disclosed on the company’s website. Application : Applied. Explanation on application of the practice : The Nomination and Remuneration Committee (“ NRC ”) comprises wholly of Independent Non-Executive Director. The NRC is chaired by Tan Sri Ismail Adam, a Senior Independent Non-Executive Director. The NRC’s Terms of Reference outline the roles and responsibilities in relation to the nomination and remuneration matters. The TOR is available at www.bimbholdings.com; About Us – Corporate Governance – Board Committees – Nomination & Remuneration Committee. BHB has in place a remuneration structure for the directors that are sufficient to attract, retain and remunerate for their contribution to the Company. The remuneration structure for the non-executive directors take into consideration the relevant factors which include the function, workload, responsibilities and time spent for the preparation of the Board and Board Committee meeting. A higher rate (premium) is given to the Chairman of the Board and the Board Committee in view of his/her additional role in guiding and managing the Board and the Board Committee meeting The remunerations includes monthly fees, meeting allowances and other benefits such as leave passage. The remuneration of the Managing Director / CEO is recommended by the NRC and determined by the Board. The performance of the Managing Director / CEO is assessed annually based on the set of Key Performance Indicators (KPIs) approved by the Board. This is taken into consideration when determining the reappointment of the Managing Director / CEO and in payment of bonus, where applicable. The remunerations of the directors is disclosed annually in the Company’s Integrated Annual Report.