PRG Holdings Berhad Annual Report 2020

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) DIRECTORS’ REMUNERATION In line with Practice 7.1 of the MCCG, the detailed disclosure on named basis for the remuneration of individual Directors including the remuneration breakdown of salary, Directors’ fees, bonus, other emoluments and benefits-in-kind. Details of the Directors’ remuneration for the FY2020 are set out below: Directors' Other Benefits- Salary Fees Bonus emoluments in- kind Total (RM'000) (RM'000) (RM'000) (RM'000) (RM'000) (RM'000) Executive Directors Dato’ Lua Choon Hann 499 - - 191 7 697 Dato’ Wee Cheng Kwan 465 - - 163 - 628 Ng Tzee Penn 1 26 4 - - - 30 Na Chun Wee 265 - - 85 - 350 (Resigned on 7 April 2020) Non-Executive Directors Dato’ Dr. Awang Adek bin Hussin - 68 - 6 - 74 Lim Chee Hoong - 60 - 6 - 66 Ji Haitao 2 - 30 - 3 - 33 Datuk Dr. Wong Lai Sum - 25 - 3 - 28 (Resigned on 1 June 2020) Notes: 1 Mr. Ng was appointed as Non-Independent Non-Executive Director on 8 May 2020 and was re-designated as Executive Director on 11 June 2020. Hence, his remuneration has been pro-rated accordingly. 2 Appointed as Independent Non-Executive Director on 8 May 2020. PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT I. Audit and Risk Management Committee The Audit and Risk Management Committee of the Company comprises three (3) members, all of whom are Independent Non-Executive Directors. The Chairman of the Audit and Risk Management Committee is a member of the Malaysian Institute of Accountants. The Audit and Risk Management Committee has adopted the policy that requires the observation of at least two (2) years cooling-off period for a former key audit partner to be appointed as a member of the Audit and Risk Management Committee and this has been incorporated in the Terms of Reference of the Audit and Risk Management Committee. The Board acknowledged that the Audit and Risk Management Committee should be financially literate and are able understand matters under the purview of the Audit and Risk Management Committee including the financial reporting process besides possess a wide range of necessary skills to discharge its duties. The Board ensures that all members of the Audit and Risk Management Committee should undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules. The Terms of Reference of Audit and Risk Management Committee is available at the Company’s Website and the activities undertaken by the Audit and Risk Management Committee for the FY2020 are presented in the Audit and Risk Management Report on pages 52 to 56 of this Annual Report. PRG HOLDINGS BERHAD Corporate Governance Overview Statement cont’d 44