2019 UEM Edgenta Annual Report

108 109 UEM Edgenta Berhad UEM EDGENTA AT A GLANCE MESSAGE FROM OUR LEADERSHIP STRATEGIC FOCUS OPERATIONAL REVIEW SUSTAINABILITY EFFORTS CORPORATE GOVERNANCE INTRODUCTION FINANCIAL REVIEW ADDITIONAL INFORMATION Annual Report 2019 EVALUATING THE BOARD The Board Effectiveness Assessment (“BEA”) is an exercise performed annually. The evaluation process involved an online questionnaire which covered key topics and included forward looking elements as follows:- • Board Structures • Board Operations and Interactions • Board Roles and Responsibilities • Mix of Skills and Experience • Composition and Operation of Board Committees • Independence of Directors The Company Secretary then collated a summary of the key issues raised in a report to the NRC and the Board. Based on the results of the BEA, the Board Criteria Matrix was updated. The Board Criteria Matrix is considered an important tool in ensuring the diversity of the Board in terms of experience and expertise. With this matrix, the Board is able to identify any gaps in Board composition and use these gaps as criteria for selection of new Board members. For financial year 2020, the Company would engage an external and independent party to facilitate the assessment process. In searching for new Board members, desktop searches were conducted and recommendations from existing Board members, Management and Major Shareholders and were sought. INDUCTION AND KNOWLEDGE All new Board members receive an induction following their appointment to the Board. The induction programme includes initial meetings with senior management to explain the Company’s business and financial structure, the commercial and regulatory environment in which the Company operates, our competitors and investor’s perspective. During the year, the list of Executive Education programmes which among others include training programme from Harvard Business School, INSEAD, IMD, were shared with the Board. 108 HOURS Finance 21 HOURS Market Trends 3.5 HOURS Healthcare 3 HOURS Human Capital 61 HOURS Property 184.5 HOURS Governance 77 HOURS Technology 4 HOURS Sustainability BOARD PROFESSIONAL TRAINING Dato’ Mohd Izani Ghani who was appointed as Director of the Company on 22 October 2019 did not attend any training since his appointment as there was no suitable training that suited his schedule in the month of November and December 2019. Note: REMUNERATING THE BOARD The Directors’ remuneration is reviewed from time to time and is determined at levels which enable UEM Edgenta Group to attract and retain Directors with the relevant experience and expertise needed to manage the Group effectively. The Managing Director/Chief Executive Officer is subject to a 3-year service contract with the Company. He is neither paid Directors’ fees nor meeting attendance allowances. His remuneration is structured so as to link rewards to corporate and individual performance. Performance is measured against specified targets by reference to the Group’s Annual Business Plan. The reward process also takes into account relevant market comparisons and competitive pressures in the industry. Non-Executive Directors are paid a fixed base fee on a quarterly basis. With the recommendation from the NRC, the Board as a whole determines the remuneration for Non-Executive Director with directors concerned abstaining from deliberation or voting on decision in respect of their remuneration. The aggregate amount of Directors’ fee to be paid to Non-Executive Directors is subject to the approval of the shareholders at general meetings. The Directors Remuneration Framework are as follows. Details of the quantum of the individual directors’ remuneration on named basis are as set out in the CG Report under Practice 7.1. Board / Committee Directors’ Fee per annum (RM) Chairman Member Board 210,000 108,000 Audit and Risk Committee 50,000 30,000 Other Board Committees 25,000 15,000 The current benefits payable and accorded to the Directors are:- Description Directors’ benefits (a) Allowance will be paid to Directors for the following: (i) Attending meetings with Government representatives on behalf of the Company; or (ii) Handling operational issues such as site visits to advise operating companies. RM1,000 per day (b) Meeting allowance for ad-hoc or temporary Board Committees established for specific purposes. Per meeting Chairman of Committee Member of Committee RM2,000 RM1,000 BOARD LEADERSHIP & EFFECTIVENESS (CONT’D) Corporate Governance Overview Statement Corporate Governance Overview Statement