2020 UEM Edgenta Annual Report

Governance/Compliance Human Resource • Reviewed and formalised the Remuneration Policy for Non-Executive Directors. • Reviewed and adopted:- - The Corporate Governance Structure of the Company. - The revised Corporate Disclosure Policy. - The Policy on Reporting of Beneficial Ownership. • Reviewed and approved the following:- - New Human Resources Policies. - Revised Total Remuneration Benefits. - Revised Incentive Plan for Infrastructure Services. - Revised Performance Management Framework. - New core values of the Company. Nomination and Remuneration Committee (“NRC”) The main responsibilities of the NRC is to assist the Board on the nomination of Directors and Senior Management, assessing the effectiveness of the Board and Board Committees and recommending remuneration packages and assessing the performance of Managing Director/Chief Executive Officer and Senior Management. Among the key activities undertaken by the NRC during the financial year under review were as follows:- Board Composition and Succession Planning Recruitment and Appointment of Directors • Reviewed the mix of Directors to ensure high standard of Board performance and succession for both Executive and Non-Executive Directors in the event of any deficiency. • Reviewed the composition of the Board and Board Committees of UEM Edgenta Berhad. • Reviewed the Board composition for the subsidiaries/associate companies of UEM Edgenta Berhad. • Examined the structure, size and composition of the Board with a view to determine the number of Directors on the Board in relation to its effectiveness and ensure that at every annual general meeting, one-third (1/3) of the Directors for the time being shall retire from office. • Recommended the re-election/re-appointment of Directors under the retirement by rotation provisions of the Constitution of the Company and the Companies Act, 2016. • Assessed and recommended to the Board the candidacy of director, appointment of directors to Board committees, and reviewed Board’s succession plans and training programmes for the Board. • Reviewed the required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board. ANNUAL REPORT 2020 125 1 2 3 4 5 6 7 8