ANNUAL REPORT 2014
19
The Board has stipulated specific terms of reference for the Nominating Committee, which cover, inter-alia,
assessing and recommending to the Board the candidature of Directors, appointment of Directors to Board
Committees and training programs for the Board. The terms of reference require the Nominating Committee
to review annually the required mix of skills and experience of Directors; succession plans and board diversity,
including gender diversity; training courses for Directors and other qualities of the Board, including core-
competencies which the Independent Non-Executive Directors should bring to the Board. The Committee is
also entrusted to assess annually the effectiveness of the Board as a whole, the Committees of the Board and
contribution of each individual Director. Insofar as board diversity is concerned, the Board does not have a
specific policy on setting target number for women candidates nor policy on diversity in ethnicity and age. The
evaluation of the suitability of candidates is based on the candidates’ competency, character, time commitment,
integrity and experience in meeting the needs of the Company, including, where appropriate, the ability of the
candidates to act as Independent Non-Executive Directors, as the case may be.
The Nominating Committee shall meet at least once a year or more frequently as deemed necessary by the
Chairman. During the financial year under review, the Nominating Committee met once to discuss and
recommend the changes in job grading structure and corporate titles for senior management personnel of the
Company. All members attended the meeting.
On 22 January 2015, the Nominating Committee met to review and assess the effectiveness of the Board as
a whole, the Board Committee and the performance of individual Directors as well as the independence of the
Independent Non-Executive Directors in respect of financial year ended 31 December 2014 based on the self
and peer assessment approach. In assessing the individual Directors’ performance, the Nominating Committee
considered, inter-alia, the contribution, performance, competency, personality, integrity and time commitment of
each Director to effectively discharge his role as a Director of the Company.
From the results of the assessment, including the mix of skills and experience possessed by the Directors, and
based on the Nominating Committee’s recommendation, the Board recommended the respective re-election and
re-appointment of Directors at the Company’s forthcoming Annual General Meeting. The Nominating Committee
also assessed the training needs of the Directors to enhance their competencies and ensure that they are kept
abreast of all regulatory changes and developments in the business environment.
(ii)
Directors’ Remuneration
The Board is of the view that the existing remuneration guidelines formulated by drawing upon the wealth of
experience of all the Directors on the Board would be more effective and therefore, a Remuneration Committee
is currently not required. The Board, as a whole, determines and recommends the remuneration packages of
Independent Non-Executive Directors and Executive Directors. The aggregate Directors’ fee shall not exceed
RM350,000 per annum, as approved by shareholders at the 13th Annual General Meeting of the Company in
2010. The Non-Executive Directors and Executive Directors abstained themselves from discussions on their
individual remuneration.
The remuneration policy of the Group essentially seeks to attract, retain and motivate employees of all levels,
including Executive Directors, to contribute positively towards the Group’s performance.
The quantum of annual performance bonus and increment for the employees of the Group is dependent on the
operating results of the Group after taking into account the prevailing business conditions and the individual’s
performance. The same guidelines apply to the Executive Directors.
The aggregate remuneration of the Directors for the financial year ended 31 December 2014 are as follows:
Fees
(RM)
Salaries and
allowances
(RM)
Bonus
(RM)
Benefits-in-kind
(RM)
Executive Directors
-
3,950,300
1,343,891
111,556
Non-Executive Directors
270,000
33,400
-
-
CORPORATE GOVERNANCE
STATEMENT
