MSM Malaysia Holdings Berhad Annual Report 2020

3.3 The proposed Resolution 1, if passed, will allow the Company to pay the Board Committees’ fees of RM178,002 from 1 January 2020 until the conclusion of this AGM to the Non-Executive Directors in accordance with the existing Directors’ Remuneration Policy as below: BOARD COMMITTEES’ FEES Financial year ended 31 December 2020 (RM) Period from 1 January 2021 to the conclusion of the 10 th AGM (RM) Board Committees’ fees - Payable 113,372 64,630 3.4 Please refer to page 180 of the Notes to the Financial Statements in the Annual Report 2020 for the amount of Directors’ fees (Board and Board Committees fees) at the Company and Group levels. The detailed amount of the Directors’ fees is set out in the Corporate Governance Overview Statement on page 75 of the Annual Report 2020. Explanatory Note 4: Resolution 2 : Payment 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 4.1 Having considered the positioning of the Board’s remuneration over the past four (4) years from 2017 to 2020, the Board at its meeting held in March 2021 approved the NRC’s recommendation for the proposed revision to the Non-Executive Directors’ fees effective from 17 June 2021 until the conclusion of the next AGM of MSM to be held in 2022 (“Relevant Period”) as set out in the right column of the table below: NON-EXECUTIVE DIRECTORS’ (NED) ANNUAL FEES 2017 to 2020 (4 years) (RM) Proposed for Relevant Period (Approval sought at 10 th AGM) (RM) Chairman Member Chairman Member Board of Directors 315,000 120,000 No change No change Board Committees’ fees - Audit Committee - Audit, Governance and Risk Committee - Nomination and Remuneration Committee - Investment and Tender Committee 24,000 24,000 10,000 10,000 12,000 12,000 8,000 8,000 - 64,000 35,000 32,000 - 32,000 20,000 16,000 4.2 The proposed Ordinary Resolution 2, if passed, will allow the Company to pay the Board and Board Committee’s fees on monthly basis to the Non-Executive Chairman and to each Non-Executive Directors for the Relevant Period based on the proposed revised remuneration structure above. Explanatory Note 5: Resolution 3 : Payment 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 5.1 Based on the Non-Executive Directors’ Remuneration Review conducted by KPMG MRC, the proposed revisions to the Directors’ benefits are summarised in the table below: DESCRIPTION CHAIRMAN NEDS Meeting Allowance (per meeting) Current Proposed Current Proposed Board RM2,000 No Change RM2,000 No Change Audit, Governance and Risk Committee RM2,000 RM2,000 Nomination and Remuneration Committee RM2,000 RM2,000 Investment and Tender Committee RM2,000 RM2,000 MSM MALAYSIA HOLDINGS BERHAD Annual Repor t 2020 243 SUSTAINABILITY REPORT EFFECTIVE LEADERSHIP CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION DETAILS OF THE ANNUAL GENERAL MEETING