Sasbadi Annual Report 2020

SASBADI HOLDINGS BERHAD 36 • Reviewed the assessment of performance of the individual Directors, the Board as a whole and the Board Committees, and the independence of the Independent Directors, and was satisfied with the experiences, contributions, competencies and mix of skills of the Directors to enable the Board and the Board Committees to discharge their respective duties and responsibilities effectively, as well as with the independence of the Independent Directors. It was also concurred from the assessment that the Board could work as a team and arrive at consensual decisions. • Reviewed and assessed the Directors who are subject to retirement by rotation and casual vacancy, before recommending to the Board the tabling for shareholders’ approval of the re-election of the said Directors at the previous Annual General Meeting (“AGM”) held on 13 February 2020. • Reviewed the need for continuous training and development by the Directors. • Reviewed the term of office and performance of the Audit Committee and each of its members and was satisfied that the Audit Committee had carried out its duties in accordance with its Terms of Reference. • Reviewed the list of key senior management (including their profiles) and their potential successors. • Reviewed and recommended to the Board the appointment of Mr Tang Yuen Kin as Independent Non-Executive Director. The Nomination Committee also recommended Mr Tang Yuen Kin to be appointed as the Chairman of the Audit Committee and Remuneration Committee as well as a member of the Nomination Committee in place of Mr Lim Hun Soon @ David Lim. • Recommended to the Board to accept the resignation of Mr Lim Hun Soon @ David Lim as Independent Non- Executive Director. 9. Establishment of Remuneration Committee The Remuneration Committee comprises the following members: Chairman : Tang Yuen Kin (Independent Non-Executive Director) (appointed on 30 July 2020) Lim Hun Soon @ David Lim (Independent Non-Executive Director) (resigned on 30 July 2020) Members : Dato’ Salleh Bin Mohd Husein (Independent Non-Executive Chairman) Dato’ Noor Rezan Binti Bapoo Hashim (Senior Independent Non-Executive Director) All the members are Independent Non-Executive Directors. The full Terms of Reference setting out the Remuneration Committee’s composition, meeting proceedings, functions and reporting procedures, can be viewed on the Company’s website, www.sasbadiholdings.com . A summary of activities carried out by the Remuneration Committee during the FYE 31 August 2020 is as follows: • Discussed and reviewed Directors’ fees for the FYE 31 August 2020 prior to recommending to the Board the tabling for shareholders’ approval of the said fees at the previous AGM held on 13 February 2020. • Discussed and reviewed the Executive Directors’ remuneration. • Reviewed the employees’ unutilised annual leave. • Reviewed the performance of the principal officers/key senior management of the Group for the FYE 31 August 2019. • Reviewed and recommended to the Board the implementation of the Employees’ Share Option Scheme to the senior management of the Group. • Discussed and reviewed that the reduction in Directors’ fees for the FYE 31 August 2020 from RM72,000 per annum to RM40,000 in view of the poor performance of the Group albeit a total Directors’ fees not exceeding RM560,000 for the FYE 31 August 2020 have been approved by the shareholders of the Company at the last AGM held on 13 February 2020. CORPORATE GOVERNANCE OVERVIEW STATEMENT (continued)