CAHYA MATA SARAWAK ANNUAL REPORT 2016

www.cmsb .com.my Cahya Mata Sarawak Berhad 214 Section 09 A n n u a l g e n e r a l m e e t i n g 2 01 7 NOTICE OF 42 ND ANNUAL GENERAL MEETING 4. Directors’ Remuneration Section 230(1) of the Act provides amongst others, that “the fees” of the directors and “any benefits” payable to the directors of a listed company and its subsidiaries shall be approved at a general meeting. In this regard, the Board has proposed to seek shareholders’ approval for Directors’ remuneration in two (2) separate resolutions as follows: • Ordinary Resolution 4 on payment of Directors’ fees for the year ended 31 December 2016 • Ordinary Resolution 5 on payment of Directors’ remuneration (excluding Directors’ fees) in respect of the current year ending 31 December 2017 and until the next AGM The Directors’ remuneration (excluding Directors’ fees) comprises the allowances and other emoluments payable to the Non-Executive Chairman, Deputy Chairman, members of the Board, Board Committees and subsidiaries of CMS. The current Non-Executive Director (“NED”)s’ remuneration policy is as set out below: Cahya Mata Sarawak Berhad (“CMS”) Description Chairman Deputy Chairman NEDs Monthly Fixed Allowance RM50,000 RM40,000 Nil Other Benefits Driver, motor vehicle, petrol Driver, motor vehicle, petrol Driver, motor vehicle, petrol, gratuity Board Committee Fees Chairman NED/Member Audit Committee RM24,000 RM16,000 Nomination and Remuneration Committee RM16,000 RM12,000 Group Risk Committee RM16,000 RM12,000 Type of Meeting Allowance (per meeting) Chairman NED/Member Board of CMS RM2,000 RM2,000 General meeting of CMS RM2,000 RM2,000 Board Committee RM2,000 RM2,000 Board of Subsidiary RM3,000 RM2,000 Directors’ fees are paid in arrears on a monthly basis to directors of subsidiary companies of CMS. The Executive Directors are not entitled to Directors’ fees or meetings allowances for Board and Board Committee meetings that they attend and are members of. The Executive Directors who are appointed as nominated representatives on the Boards of subsidiary companies are also not entitled to Directors’ fees and/or meetings allowances paid to the Boards of subsidiary companies. However, they are entitled to Directors’ fees and/ or meetings allowances paid to the Boards of listed associate companies of the Group in view of their duties, responsibilities and time commitment on them.