MSM Malaysia Holdings Berhad Annual Report 2020

Explanatory Note 2: Non-Executive Directors’ Remuneration 2.1 Section 230(1) of the CA 2016 provides amongst others, that the fees of the Directors and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board agreed that the Shareholders’ approval shall be sought at the 10 th AGM on the Directors’ remuneration in three (3) separate resolutions as below: (a) Resolution 1 : p ayment of Board Committees’ fees for the Non-Executive Directors from 1 January 2020 until the conclusion of the 10 th AGM; (b) Resolution 2 : p ayment of Directors’ fees for the Non-Executive Directors from the conclusion of the 10 th AGM until the conclusion of the next AGM of MSM to be held in 2022; and (c) Resolution 3 : p ayment of benefits payable to the Non-Executive Directors from the conclusion of the 10 th AGM until the conclusion of the next AGM of MSM to be held in 2022. 2.2 In July 2020, the Nomination and Remuneration Committee (“NRC”) had engaged an external consultant, KPMG Management & Risk Consulting Sdn Bhd (“KPMG MRC”) to conduct an independent review of the remuneration framework for Non-Executive Directors of MSM, with a view of ascertaining its competitiveness and alignment with the long-term interests of the Company. 2.3 The outcome of the review from KPMG MRC surfaced that an overall marginal increase in remuneration of MSM’s Non-Executive Directors is warranted based on benchmarks gathered from government linked companies and companies that form part of a listed group structure. It was also notably recommended that benefits in the form of security services/driver allowance should be scrapped. 2.4 The Board of MSM adopted a position that the increase in the overall remuneration quantum and the reconstitution of the scrapped security services/driver allowance should be reflected in the form of an increase to Board Committee’s fees. Explanatory Note 3: Resolution 1 : P ayment of Board Committees’ fees for the Non-Executive Directors from 1 January 2020 until the conclusion of the 10 th AGM 3.1 At MSM’s 9 th Annual General Meeting (“9 th AGM”) held on 17 June 2020, Shareholders approved the following resolution: a) Resolution 2 : p ayment of Directors’ fees for the Non-Executive Directors from 1 January 2020 until the next AGM of the Company to be held in 2021. 3.2 Based on the Shareholders’ approval in the 9 th AGM mentioned above, the Directors’ fees paid and payable from 1 January 2020 until this AGM of the Company is as below: BOARD’S FEES Financial year ended 31 December 2020 (RM) Period from 1 January 2021 to the conclusion of the 10 th AGM (RM) Directors’ fees (excluding Board Committee’s fees) approved at the 9 th AGM - Paid - Payable 1,035,645 - January – March : 285,202 April – June : 288,750 NOTICE OF ANNUAL GENERAL MEETING MSM MALAYSIA HOLDINGS BERHAD Annual Repor t 2020 242 CHAIRMAN’S STATEMENT DELIVERING VALUE MSM OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS GROUP FINANCIAL REPORT