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 10th Annual General 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: Board/Board Committees Fees per annum (RM) Chairman Member Board of Directors 315,000.00 (RM26,250/month) 120,000.00 (RM10,000/month) Board Committees - Audit, Governance and Risk Committee - Nomination and Remuneration Committee - Investment and Tender Committee 64,000.00 35,000.00 32,000.00 32,000.00 20,000.00 16,000.00 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. Meeting Allowance • Board and Board Committee meeting: RM2,000 per attendance Details of the Non-Executive Directors’ benefits in accordance with the remuneration structure (excluding Directors’ annual fees) are set out below: 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 WHO WE ARE STATEMENT & DISCUSSION BY OUR LEADERS HOWWE OPERATE MSM Malaysia Holdings Berhad ANNUAL INTEGRATED REPORT 2021 224
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