SCC Holdings Berhad Annual Report 2017

12 SCC Holdings Berhad (511477-A) | Annual Report 2017 CORPORATE GOVERNANCE OVERVIEW STATEMENT (CONT’D) PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESSS (CONT’D) IV. Board Composition The Board currently comprises 8 (Eight) members, i.e. 3 (Three) Independent Non-Executive Directors (“INEDs”) and 5 (Five) Executive Directors. It complies with the BMSB AMLR. The size and the composition of the Board remains adequate to provide diversity of views, skills, knowledge and experience to facilitate effective decision making and appropriate balance of executive independent and non-independent directors. The profile of each of the Member of the Board is presented from Page 5 to Page 6. The Board acknowledges the importance of board diversity, including gender diversity, to the effective functioning of the Board. Nevertheless, the Group is an equal opportunity employer and all appointments and employments are based on merit and are not driven by any racial or gender bias. Female representation will be considered when vacancies arise and suitable candidates identified, underpinned by the overriding primary aim of selecting the best candidate to support the achievement of the Company’s objectives. The Board has adopted the recommendation of the Code that the tenure of an independent director should not exceed a cumulative term of nine (9) years. Upon the completion of the nine (9) years, an independent director may continue to serve on the Board subject to the director’s re-designation as non-independent director or to obtain shareholders’ approval in the event it retains him/her as an independent director. The Board, through the Nomination Committee (“NC”), undertakes a yearly evaluation in order to assess howwell the Board, its Committees, the Directors and the Chairman are performing, including assessing the independence of Independent Directors, taking into account the individual Director’s capability to exercise independent judgement at all times The activities of the NC are further elaborated in the CG Report under Practices 4.4 to 4.7 of the MCCG 2017. V. Board Remuneration The Board has established a Remuneration Committee (“RC”) to assist the Board in establishing formal and transparent remuneration packages for the Directors and believes that the levels of remuneration offered by the Group are sufficient to attract directors of calibre with sufficient experience and talent to contribute to the performance of the Group. The INEDs’ remuneration comprises annual fees that reflect their expected roles and responsibilities. The Company has obtained approval from the shareholders at the 17th AGM held on 29 May 2017 to pay the Directors Fees to the INEDs for the FYE 2016. The remuneration packages applicable for the Executive Chairman, Managing Director and Executive Director has the underlying objective of attracting and retaining an Executive Director needed to manage the Company successfully. The remuneration packages of the Managing Director and Executive Director are structured to commensurate with the achievement of corporate targets set by the Board and their individual performance. Their remuneration packages have been reviewed by the RC and approved by the Board. The remuneration of the Executive Chairman, Managing Director and Executive Directors consists of basic salary and other emoluments. Further, benefits customary to the Group are also made available as appropriate. The Group operates a bonus scheme for all its employees including Executive Directors. The performance of the Group along with assessment of the individual’s performance forms the criteria for the scheme.