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

NOMINATION AND

REMUNERATION

COMMITTEE REPORT

DIRECTORS’ REMUNERATION POLICY FOR NON-EXECUTIVE DIRECTORS

At the Tenth Annual General Meeting (10 AGM) of MSM held on 17 June 2021, the shareholders had approved the proposed
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revised remuneration structure of the Non-Executive Directors. With the approval obtained at the 10 AGM, the existing Directors
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Remuneration Policy was then revised to capture the approved remuneration structure. The revision was done internally by a
working committee consist of the representatives from Group Human Resource, Company Secretary and Legal Affairs.
The draft revised remuneration policy named Non-Executive Directors’ Remuneration Policy (NEDRP) then tabled to the NRC
and NRC decided that the draft NEDRP be reviewed by external solicitors who are specialised in human resources matters to
facilitate the following:
1. reviewing the draft NEDRP with a view to benchmarking the same against the best practices in other organisations

2. analysing the gaps in the draft NEDRP and identifying the challenges in implementing the said NEDRP
The key considerations taken into account by the external solicitors for the purpose of reviewing the draft NEDRP and conducting
the benchmarking exercise were as follows:

1. Alignment with regulatory and corporate governance requirements namely the Bursa Malaysia Securities Berhad Main
Market Listing Requirements, Malaysian Code on Corporate Governance (as at 28 April 2021) (MCCG 2021) and the
Companies Act, 2016;

2. Comparability with market practices;

3. Alignment with shareholders and stakeholders’ interests; and
4. Clarity of the policies and procedures stipulated in the draft NEDRP.

On 15 November 2021, the proposed NEDRP together with the report of the NEDRP Benchmarking and Review
Exercise were presented to NRC and subsequently to the Board on 25 November 2021 where at this Board meeting,
the Board approved the NEDRP presented for implementation effective 17 June 2021.
The summary of the NEDRP is published in the Company’s corporate website at http://www.msmsugar.com/our-company/
corporate-governance.

THE COMMITTEE’S PERFORMANCE

On an annual basis, the Board shall evaluate the Committee’s performance and the extent to which the Committee has
met the requirements of its TOR, including the term of office and performance of the Committee and each of its members.
This performance assessment may constitute a part of the annual Board Effectiveness Assessment, pertaining to the
assessment of Board Committees.

STATEMENT BY THE BOARD

This Report on Nomination and Remuneration Committee is made in accordance with a resolution of the Board of Directors duly
passed on 21 March 2022.