Datasonic Group Berhad
(Company No. 809759-X)
32
2.
STRENGTHEN COMPOSITION (CONT’D)
2.2 Develop, Maintain and Review Criteria for Recruitment and Annual Assessment of Directors
(cont’d)
The Board acknowledges the importance of gender diversity and is committed to provide
fair and equal opportunities in ensuring that eligible women candidates are sought as part
of its recruitment exercise. Presently, the number of female Directors on the Board is two (2),
representing approximately 14% of the total Board composition.
InMay 2016, the Nomination Committee reviewed and recommended to the Board for approval
the Succession Planning Guidelines to ensure continuity of key management positions that exert
critical influence on organisational activities, either operationally, strategically or both. Based on
the Nomination Committee’s recommendation, the Board approved the Succession Planning
Guidelines.
The Nomination Committee also reviewed the current composition of the Board, Board
Committees and boardroom diversity, including gender diversity.
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 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
1/1
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) To establish and recommend to the Board the remuneration structure and policy for
Executive Directors and key management personnel.
b) To ensure that a strong link is maintained between the level of remuneration and individual
performance against agreed targets, the performance-related elements of remuneration
forming a significant proportion of the total remuneration package of Executive Directors
and key management personnel.
c) To reviewand recommend the annual total remuneration packages of individual Executive
Directors and key management personnel to ensure the levels of remuneration be
sufficiently attractive and be able to retain the Executive Directors and key management
personnel needed to run the Company successfully.
d) To review and recommend the fees for Non-Executive Directors to the Board.
In August 2015, the Terms of Reference of the Remuneration Committee were reviewed and
amended to reflect the internal processes and current requirements and practices.
STATEMENT ON CORPORATE GOVERNANCE
(Continued)