CAHYA MATA SARAWAK ANNUAL REPORT 2016

A N N U A L R E P O R T 2 0 1 6 Section 06 Governance 59 Cahya Mata Sarawak Berhad Length of service of Non-Executive Directors Dato Sri Mahmud Abu Bekir Taib Y A M Tan Sri Dato’ Seri Syed Anwar Jamalullail Gen. Dato’ Seri DiRaja Tan Sri (Dr.) Mohd Zahidi Bin Hj Zainuddin (Retired) Datu Hubert Thian Chong Hui Datuk Seri Yam Kong Choy Mr Chin Mui Khiong 0 5 10 15 20 25 No. of years Remuneration Policy The Board approves the NRC’s recommendations on policy and framework for the Directors’ remuneration, as well as the remuneration and terms of service of Executive Directors and Senior Management. The Board is mindful of the need to ensure the remuneration package for Directors is competitive to attract and retain Directors and Senior Management of good calibre and integrity with the appropriate qualifications, skills and experience needed to run the Group’s operations effectively. The remuneration package for Executive Directors is balanced between fixed and performance-linked elements. This is based on theGroup’s policies andmarket rates and typically includes base salaries, allowances, PCP, share options, benefits-in-kind and perquisites. A portion of the Executive Directors’ compensation package has been made variable in nature which is determined based on the individual’s performance which in turn is aligned with the Group’s key performance targets and long-term creation of shareholder value. 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. TheNon-ExecutiveDirectors are not entitled to participate in any variable performance-linked incentive scheme. They are entitled to fixed Directors’ fees and Board Committee fees and meeting attendance allowances based on the number of meetings attended during the year. The Non-Executive Directors are entitled to overseas business trips and reimbursement of travel expenses. Each individual Director abstains from the NRC and/ or Board decision on his own remuneration package. Directors who are also shareholders abstain from the AGM decision on their own remuneration package. The Directors’ fee was recently increased for financial year 2015 following an independent review conducted by an external consultant. In view of the foregoing and that they remain on par with prevailing market rate, the Directors’ fees for financial year 2016 shall remain unchanged at RM150,000 per annum for the Non-Executive Chairman, RM150,000 per annum for the Non-Executive Deputy Chairman and RM100,000 per annum for each of the Non-Executive Directors. The proposed Directors’ fee for financial year 2016 will be tabled to the shareholders for approval at the 42 nd AGM. Board Committee fees as approved by the Board in 2015 shall remain the same as set out in the table below: Type of Committee Chairman NED/Member Group AC RM24,000 RM16,000 NRC RM16,000 RM12,000 GRC RM16,000 RM12,000 Meeting allowance for Directors as approved by the Board in 2015 shall remain the same as set out in the table below: 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’ fee for subsidiary companies in the Group as approved by the Board in 2007 shall remain the same as set out in the table below: Subsidiary Company Directors’ Fee (per annum) Chairman NED/Member Subsidiary company which achieves an annual turnover > RM90 million RM18,000 RM12,000 Statement on Corporate Governance