Sasbadi Annual Report 2021

44 SASBADI HOLDINGS BERHAD 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 4 February 2021. • 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 reappointment of Mr Tang Yuen Kin (“Mr Tang”) as Independent Non–Executive Director. The Nomination Committee also recommended Mr Tang to be reappointed as the Chairman of the Audit Committee and Remuneration Committee as well as a member of the Nomination Committee. Mr Tang retired from the Board at the conclusion of the previous Annual General Meeting on 4 February 2021 as he was unable to meet the enhanced definition of 'independent director' pursuant to Paragraph 1.01 of the MMLR of Bursa Securities which came into effect on 1 October 2020 (“Enhance Definition”). He was reappointed to the Board on 3 May 2021 upon meeting the Enhanced Definition requirement. The Board is satisfied with the level of time committed by the Directors in discharging their respective duties and roles as Directors of the Company. All the Directors of the Company have complied with paragraph 15.06 of the MMLR of Bursa Securities on the restriction on the number of directorships held in public listed companies. 9. Establishment of Remuneration Committee The Remuneration Committee comprises the following members: Chairman : Tang Yuen Kin (Independent Non–Executive Director) (retired on 4 February 2021 and reappointed on 3 May 2021) 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 2021 is as follows: • Discussed and reviewed Directors’ fees for the FYE 31 August 2021 prior to recommending to the Board the tabling for shareholders’ approval of the said fees at the previous AGM held on 4 February 2021. • 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 2020. • Reviewed and recommended to the Board the extension of the ESOS expiring on 31 August 2021, for a further period of five (5) years to 31 August 2026 and implementation of the Employees’ Share Option Scheme to the senior management of the Group. • Discussed and reviewed that the Directors’ fees for the FYE 31 August 2022 will be maintained as per prior year where the Directors’ fee was reduced 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 2022 have been approved by the shareholders of the Company at the last AGM held on 4 February 2021. CORPORATE GOVERNANCE OVERVIEW STATEMENT (continued)