PRG Holdings Berhad Annual Report 2020

Annual Report 2020 Corporate Governance Overview Statement cont’d 43 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) III. Remuneration (continued) The Remuneration Committee held a total of two (2) meetings during the FY2020. The Remuneration Committee members’ attendance records are outlined on Page 39 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 and Procedures (“RPP”) 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 RPP is reviewed by the Remuneration Committee on an annual basis to ensure that it remains relevant and any proposed revision to the RPP 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. During the FY2020, the Remuneration Committee undertaken the following activities: (a) Reviewed and commented on the proposed key results areas and key performance indicators for the Executive Directors of the Company commensurate with the positions, roles and responsibilities assumed by each Executive Director in consideration of the diversify business activities and focus of the Group. (b) Reviewed the Service Contracts for the Executive Directors of the Company. (c) Reviewed and deliberated the remuneration packages of the Executive Directors of the Company, taking into consideration the Group’s performance. (d) Reviewed the Directors’ fees for the Non-Executive Directors of the Company. (e) Reviewed the Report of the Remuneration Committee for inclusion in the Annual Report 2020. (f) Reviewed and updated the Terms of Reference of the Committee to ensure its adequacy for current circumstances, the Company’s policies and/or compliance with applicable rules and regulations. (g) Reviewed the policy on Directors’ Remuneration to ensure a transparent, fair and reasonable process in place for determining appropriate remuneration for Directors.