Al-`Aqar Healthcare REIT Annual Report 2019

ii. The members and the Chairperson shall be appointed by the Board. iii. The appointment of members terminates when the member ceases to be a director of the Company. iv. In the absence of the Chairperson of the EC, the members present shall elect 1 of their members to chair the meeting. The EC meets on a scheduled basis at least 4 times a year. Reports of the EC meeting shall be tabled by the EC’s Chairman at the Board of Directors meeting for notification and further action by the Board, where necessary. B. Purposes The EC oversees the activities of the Manager and Al-`Aqar on behalf of the Board which includes:- i. Making recommendations to the Board on all acquisitions, investments and disposals; ii. Making recommendations to the Board on any financing offers, capital management proposals and additional banking facilities; iii. Reporting and recommending to the Board any corporate exercise, including the issuance of new Al-`Aqar units; and iv. Making recommendations to the Board on financial budget s . 5.3 NominationandRemunerationCommittee (NRC) A. Membership i. The NRC shall have at least 3 members, all of whom shall be Non-Executive Directors with the majority being Independent Directors. ii. The members and the Chairperson shall be appointed by the Board. iii. The appointment of members terminates when the member ceases to be a director of the Company. iv. The NRC shall have no executive powers. v. In the absence of the Chairperson of the NRC, the members present shall elect 1 of their members to chair the meeting. B. Purposes • Nomination i. Identify and recommend candidates for Board directorship. ii. Recommend directors to fill the seats on Board Committee. iii. Evaluate the effectiveness of the Board and Board Committee (including the size and composition) and contributions of each individual director. iv. Ensure an appropriate framework and plan for Board succession. v. Assess the quality of performance and training needs are addressed. • Remuneration i. Provide assistance to the Board in determining the remuneration of Executive/ ManagingDirector. Infulfilling these responsibilities, the NRC is to ensure that Executive/Managing director of the Company:- • arefairlyrewardedfortheir individual contribution to overall performance; • are compensated reasonably in light of the Company’s objectives; a n d • are compensated similar to other companies. ii. Review the Executive/ Managing Director’s performance against the goals and objectives set. Al-`Aqar Healthcare REIT 05 ESSENCE OF CORPORATE GOVERNANCE 81