21
Datasonic Group Berhad
(Company No. 809759-X)
2.
STRENGTHEN COMPOSITION (CONT’D)
2.3 Remuneration policies and procedures
The Remuneration Committee comprises three (3) members, of which two (2) are Independent
Non-Executive Directors.
The members of the Remuneration Committee and the details of their attendance at the
Remuneration Committee meeting held during the financial period ended 31 March 2015 are
as follows:-
Remuneration Committee
Members
Designation
Number of
Meeting Attended
Dato’ Wan Ibrahim bin Wan
Ahmad
Chairman, Independent Non-Executive
Director
1/1
Dato’ Wan Mohd Safiain
bin Wan Hasan
Member, Independent Non-Executive
Deputy Chairman
0/1
Mr. Chew Ben Ben
Member, Deputy Managing Director
1/1
The specific responsibilities of the RemunerationCommittee are to assist the Board in remuneration
matters which include the following:-
a) Establish and recommend to the Board the remuneration structure and policy for Executive
Directors and key management personnel;
b) Ensure that a strong link is maintained between the level of remuneration and individual
performance against agreed targets, with the performance-related elements of
remuneration forming a significant proportion of the total remuneration package;
c) Review and recommend the remuneration packages of each of the Executive Directors
and key management personnel to ensure that the levels of remuneration are sufficiently
attractive to retain the Executive Directors and key management personnel needed to
run the Group successfully; and
d) Assist the Board in discharging their responsibilities relating to, inter alia, compensation
strategy, succession planning, management development and other compensation
arrangement.
The Terms of Reference of the Remuneration Committee is available for reference on the
Company’s website at
.
The remuneration package of the Executive Directors is structured based on their experience,
responsibilities and performance.
The remuneration of Non-Executive Directors is by way of fixed annual fees, based on the
recommendation by the Board and to be approved by the shareholders in the Annual General
Meeting. The level of remuneration reflects the experience and level of responsibilities undertaken
by each Non-Executive Director. The Directors concerned do not participate in the deliberation
and decision in respect of their individual remuneration. They are also reimbursed reasonable
expenses incurred in the course of carrying out their duties on behalf of the Group. In addition,
the Non-Executive Directors are also paidmeeting allowances based on their attendance at the
Board and Board Committees meetings to defray their expenses in preparation and attending
such meetings.
The Remuneration Committee reviewed the salary increment and bonuses for the Managing
Director, Deputy Managing Director, Executive Directors as well as the key management
personnel based on their respective responsibilities, performance, and the business performance
of the Group in terms of profit contributions.
STATEMENT ON CORPORATE GOVERNANCE
(Cont’d)