REMUNERATION POLICY
1. OBJECTIVES & GUIDING PRINCIPLES
1.1. The Group’s Remuneration Policy is designed to meet the following objectives:-
- To attract, motivate, retain and reward Directors and key senior management who will manage and drive the Company’s success.
- It is the Company’s interest that this remuneration policy shall fairly support the Directors and key senior management in carrying out their responsibilities and fiduciary duties in steering the Group to achieve its long-term goals and enhance shareholders’ value.
1.2. The Remuneration Policy is guided by the following key principles:-
- Performance measures and targets to be aligned with the Company’s corporate strategy and shareholders’ interest.
- Remuneration and rewards shall be granted based on the achievement of the Key Performance Indicator (KPI) and subject to the Company’s overall performance and affordability.
- To ensure total remuneration packages remain competitive with the relevant market and industry via periodic or appropriate market benchmarking exercises.
2. REMUNERATION COMPONENTS
2.1 Remuneration Committee and the Board shall develop and agree on the remuneration policy and procedures, including the fee structure and level of remuneration for Executive Directors and senior management.
Executive Directors
The remuneration of Directors is determined at levels which enables the Company to attract and retain Directors with the relevant experience and expertise to manage the business of the Group effectively.
The remuneration components of Executive Directors shall consist of basic salary, performance based bonus, benefits-in-kind and other incentives (where applicable). The remuneration package for Executive Director is structured so as to link reward to individual and corporate performance including managing material sustainability risks and opportunities.
Key Senior Management
The remuneration components of key senior management shall consist of basic salary, performance based bonus, benefits-in-kind and other incentives (where applicable). The remuneration of key senior management is determined at a level which enables the Company to attract, develop and retain high performing and talented individual with the relevant experience, level of expertise, level of responsibilities and is structured so as to link reward to individual and corporate performance.
Key senior management team shall refer to those individual(s) who generally holds the highest level of management responsibility and decision making authority within the Group. This will typically include the C-suites employees and general managers [who are not directors) and any other persons whom the Directors shall consider as being the key senior management.
2.2 Non-Executive Directors
Non-Executive Directors receive remuneration in the form of Directors’ fees, benefits-in-kind (such as motor vehicle, petrol allowance, provision of driver and provision of mobile devices) and other emoluments as compensation for their services plus the reimbursement of expenses incurred, if any, in the course of performing their services. Additional allowance is payable for acting as Chairman of the Board/ Board Committees to reflect the complexity and amount of preparation required in attending the meeting.
The level of remuneration for Non-Executive Directors shall reflect the experience and level of responsibilities undertaken by the Non-Executive Directors concerned. The remuneration of a Non-Executive Director shall not be based on commission, the percentage of profits, or turnover.
3. APPROVAL PROCESS AND PROCEDURE
The performance of the Executive Directors are assessed by the Board of Directors as a whole. The Executive Directors concerned shall not participate in the decision of their own remuneration but may attend the Committee meetings at the invitation of the Chairman of the Remuneration Committee, if their presence is required.
The key senior management who reports to the Chief Executive Officer are evaluated annually by the Chief Executive Officer, or Executive Directors, or Remuneration Committee against the set targets in order to determine the recommendation on their remuneration levels.
The remuneration packages of Non-Executive Directors who serve on the Board and Board Committees are reviewed by the Board annually with the Director concerned abstaining from deliberations and voting on decision in respect of his/her individual remuneration package.
The Board will then recommend the payment of the Directors’ fees and other benefits payable to Non-Executive Directors to the shareholders for approval at each Annual General Meeting of the Company in accordance with Section 230 (1) of the Companies Act, 2016.
4. REVIEW OF THIS POLICY
Approved by the Board on 20 October 2022
