BIMB Integrated Annual Report 2017

43 Board Level Section 230(1) of the Companies Act 2016 stated that “ The fees of the directors, and any benefits payable to the directors including any compensation for loss of employment of a director or former director (a) of a public company; or (b) of a listed company and its subsidiaries, shall be approved at a general meeting” Based on the above, the Board had at its Board meeting held on 28 March 2018 agreed that shareholders’ approval shall be sought at the 21 st Annual General Meeting (“ AGM ”) on the following resolution in relation to Directors’ remuneration:-  Resolution 4 payment on Directors’ fees and benefits amounting to RM2,342,000 in respect of the financial year ended 31 December 2017; and  Resolution 5 Payment on Directors’ fees and benefits amounting to RM2,599,000 from 1 January 2018 until the next Annual General Meeting. (1) Review of Directors’ Remuneration In December 2016, the Board through NRC had reviewed the Non- Executive Directors’ (“ NED ”) remuneration based on the Directors’ Remuneration Report 2015 (“ 2015 Report ”) issued by FIDE Forum in collaboration with PricewaterhouseCooper. The objective of the 2015 Report was to provide a workable framework to guide Financial Institutions (“FIs”) in reviewing the NEDs’ remuneration that would appropriately recognise the important role, responsibilities and contributions of the NEDs. The 2015 Report had recommended six (6) key considerations in the setting of NEDs remuneration to ensure there was equitable remuneration for role, effort and risk, as follows:- 1. The number of meetings attended to be used as an indicator of a NEDs contributions; 2. A meeting fee rate should be based on a comparable rate that the market pays for a talent with similar calibre 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 NEDs were better recognised for their preparation and contributions at meetings including meetings with BNM. Fixed fee would be determined by taking into account the NED’s expected time spent on Board’s education, networking and engagement with stakeholders;