The proposed remuneration review was comprehensively deliberated by the Remuneration Committee. The Board approved the Remuneration Committee’s recommendation for the proposed increase in Directors’ fees of the Independent Non-Executive Chairman and Independent Non-Executive Directors in the range of 50% to 55% over a two (2) years period for the financial year ended 31 December 2022 and financial year ending 31 December 2023 upon taking into account of the benchmarking analysis report presented by external consultant, the ever-increasing demands on the Directors, such as escalating legal compliance, including the corporate liabilities they entail and exceedingly onerous duties of the Directors. The Directors’ fees of the Independent Non-Executive Chairman and Independent Non-Executive Directors are proposed to be increased as set out in the fee structure below: Directors’ Fees Fees for the financial year ended 31 December 2022 Proposed revised fees for the financial year ending 31 December 2023 Structure Non-Executive Chairman (RM per director per annum) Non-Executive Director (RM per director per annum) Non-Executive Chairman (RM per director per annum) Non-Executive Director (RM per director per annum) Board of Directors 181,675 106,350 220,000 130,000 Audit Committee 23,825 15,525 30,000 20,000 Risk Management Committee 23,825 15,525 30,000 20,000 Nomination and Corporate Governance Committee 3,650 2,600 4,000 3,000 Remuneration Committee 3,650 2,600 4,000 3,000 Directors’ Benefits There is no change in the fee structure of the proposed Directors’ benefits payable to the Non-Executive Directors of the Company since the preceding financial year, as summarised in the table below: Meeting allowance Non-Executive Chairman (RM per director per meeting) Non-Executive Director (RM per director per meeting) Board of Directors 1,500 1,200 Audit Committee 1,200 1,000 Risk Management Committee 1,200 1,000 Nomination and Corporate Governance Committee 1,000 800 Remuneration Committee 1,000 800 The proposed Directors’ benefits payable comprises meeting allowance. The total estimated amount of Directors’ benefits payable is calculated based on the number of scheduled meetings for the Board and Board Committee as well as the number of Non-Executive Directors involved in these meetings. Any Non-Executive Directors who are shareholders of the Company will abstain from voting on Resolutions 1 to 2 concerning remuneration to the Non-Executive Directors at the 7th AGM. In the event that the proposed Non-Executive Directors’ fees and benefit payable are insufficient due to the enlarged Board size, the Company will seek Shareholders’ approval at the 8th AGM of the Company for the additional Directors’ fees and benefits payable to meet the shortfall. 3. Ordinary Resolutions 3 to 5 - Re-election of Directors The profile of the Directors who are standing for re-election as per item no. 4 of the Agenda is set out in the Profile of Directors section of the Annual Report 2022. The Nomination and Corporate Governance Committee (“NCGC”) has considered the performance and contribution of each of the retiring Directors for seeking re-election. In addition, the NCGC has also conducted an assessment on the fitness and propriety of the retiring Directors including the review of their fit and proper declarations and results of their background checks in accordance with the Directors’ Fit and Proper Policy. The said retiring Directors have abstained from deliberations and decision on their own eligibility and suitability to stand for re-election. Based on the recommendation of the NCGC, the Board is satisfied with the performance and contributions of the retiring Directors and supports their re-election based on the following justifications:- NOTICE OF ANNUAL GENERAL MEETING Cont’d PRESS METAL ALUMINIUM HOLDINGS BERHAD 327
RkJQdWJsaXNoZXIy NDgzMzc=