PRG Holdings Berhad Annual Report 2019

ANNUAL REPORT 2019 47 CORPORATE GOVERNANCE OVERVIEW STATEMENT cont’d PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) II. Board Composition (continued) (i) Discussed the training needs of the Directors and training program available for the Directors to equip themselves with relevant knowledge and keep abreast of latest regulatory developments to effectively discharge their duties. (j) Reviewed the succession plan of the Executive Directors and its progress. Long Term Incentive Plan Committee The Long Term Incentive Plan (“LTIP”) Committee was set up in line with the establishment of the Group’s long term incentive programme with the objective to retain and award high performance employees in the Group and is governed by the By-Laws. III. Remuneration The Remuneration Committee consists of three (3) members, all of whom are Independent Non-Executive Directors. The composition of the Remuneration Committee is set out below: Directors Position Datuk Dr. Wong Lai Sum Chairman of Remuneration Committee & Independent Non-Executive Director Lim Chee Hoong Independent Non-Executive Director Dato’ Dr. Awang Adek bin Hussin (Appointed on 26 February 2019) Independent Non-Executive Director The Remuneration Committee held two (2) meetings during the FY2019. The Remuneration Committee members’ attendance records are outlined on page 44 of this Statement. The Terms of Reference of Remuneration Committee is available at the Company’s Website. The Board has established the Directors’ Remuneration Policy (“DRP”) in order to ensure fair remuneration package is set. The Board is mindful that fair remuneration is critical to attract, retain and motivate Directors and senior management. The remuneration package should take into account the complexity of the Company’s business, the individual’s responsibilities, expertise, frequency of meetings and industry benchmarks against similar companies. The DRP is reviewed by the Remuneration Committee on an annual basis to ensure that it remains relevant and any proposed revision to the DRP will be recommended to the Board for approval. The Remuneration Committee reviews and recommends to the Board the remunerations of the Directors based on the remuneration policy approved by the Board. It is nevertheless the ultimate responsibility of the Board to decide on the quantum of remuneration for each Director. The component of the remuneration for the Non-Executive Directors of the Company comprise of:- (a) Annual fixed fees as Director and fees for sitting in Board Committees; and (b) Meeting allowance based on their attendance at the Board and Board Committees meetings.