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224  MSM MALAYSIA HOLDINGS BERHAD             WHO WE ARE     STATEMENT & DISCUSSION BY OUR LEADERS   HOW WE OPERATE
          ANNUAL INTEGRATED REPORT 2021

            CORPORATE GOVERNANCE

            OVERVIEW STATEMENT










            Non-Executive Directors

            The Non-Executive Directors’ remuneration package reflects the experience, expertise and level of responsibilities undertaken by
            the Non-Executive Directors.

            The draft Non-Executive Directors Remuneration Policy (NEDRP) was prepared internally by Group Secretarial
            Division captured the revised remuneration structure which has been approved by the shareholders at the 10  Annual General
                                                                                                     th
            Meeting of the Company in 2021. The draft NEDRP then has been reviewed by external solicitors who are specialised in human
            resource fields.
            The working committee comprises representatives from Group Human Resource, Company Secretary and Legal  Affairs has
            reviewed the draft NEDRP .  The Board on 25 November 2021 through the recommendation from NRC has approved the NEDRP
            for the implementation in MSM Group effective from 17 June 2021.
            Details of the Non-Executive Directors’ remuneration as members of the Board and Board Committees in the form of fees
            FY2021 are as follows:
                                                                                      Fees per annum (RM)
             Board/Board Committees
                                                                                      Chairman            Member

                                                                                     315,000.00          120,000.00
             Board of Directors
                                                                               (RM26,250/month)    (RM10,000/month)
             Board Committees
             -   Audit, Governance and Risk Committee                                 64,000.00           32,000.00
             -   Nomination and Remuneration Committee                                35,000.00           20,000.00
             -   Investment and Tender Committee                                      32,000.00           16,000.00

            Details of the Non-Executive Directors’ benefits in accordance with the remuneration structure (excluding Directors’ annual fees)
            are set out below:


                    Meeting Allowance
                    •  Board and Board Committee meeting:
                       RM2,000 per attendance

                    Benefits
                    •  Company car (Chairman only):
                       -   one (1) Company car of at least 2000cc with a maximum of RM180,000 per annum for utility of the car
                          (car maintenance, petrol, etc. which is not convertible to cash; and
                    •  Driver allowance (Chairman only):
                       -   RM30,000 per annum
                    •  Medical expenses, insurance coverage, travelling expenses and other claimable



                      Summary of Group Chief Executive Officer Remuneration Policy

             The Group CEO receives a remuneration package recommended by the NRC and approved by the Board. The remuneration
             package takes  into account  the individual  performance which  are benchmarks  against the  Company’s  targets  as well as
             market rate for benefits-in-kind, annual increment and bonus. The Group CEO is not entitled to annual fees nor any meeting
             allowances for the Board and Board Committee meetings. Group CEO is also not entitled to any annual fees in MSM Group.
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