UEM EDGENTA BERHAD ANNUAL REPORT 2021 1 2 3 4 5 6 7 GOVERNANCE 137 136 CORPORATE GOVERNANCE OVERVIEW STATEMENT 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 • 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. • 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. • 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. • 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. • Reviewed and approved the Board Succession Plan. Recruitment and Appointment of Directors • 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. Remuneration of Directors • Reviewed and recommended to the Board the remuneration of Non-Executive Directors in all its forms and to review the Group’s remuneration policies and procedures which should be disclosed in the Annual Report. Board Effectiveness Evaluation • Assessed the Directors annually, the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director including his/her time commitment to effectively discharge his/her role as a director, character, experience and integrity. All assessments and evaluations carried out by the NRC in the discharge of all its functions were properly documented. CORPORATE GOVERNANCE OVERVIEW STATEMENT Recruitment/ Appointment and Succession Planning of Senior Management • Reviewed the character, experience, integrity, competence and time commitment to effectively discharge the roles of Managing Director/Chief Executive Officer and Chief Financial Officer. • Reviewed and recommended:- - proposed appointment of Senior Management. - proposed confirmation of Head of Internal Audit. - senior appointments and organisation structure. - the renewal of Employment Contract of Senior Management staff. - the confirmation of Senior Management staff. - External Directorships of Senior Management. - proposed key positions plan for UEMS Singapore and Taiwan. Remuneration for UEM Edgenta Group • Reviewed and recommended:- - the 2020 Corporate Scorecard Achievement and 2020 Managing Director/ Chief Executive Officer’s Scorecard Achievement. - the proposed 2020 Bonus Pool and 2021 increment. - the 2020 Performance Bonus of the Managing Director/Chief Executive Officer and Senior Management. - the proposed 2021 Corporate Scorecard and Managing Director/Chief Executive Officer’s Scorecard. - the proposed Short Term Incentive Plan and Long Term Incentive Plan Program. - the proposed Senior Management Remuneration Framework. - the proposed promotion of Senior Management. Governance/ Policy • Approved the MCCG proposed action plan. • Reviewed and recommended:- - the Flexible Working Arrangement Plan. - the Vaccination Policy for Employees and Subcontractors. - the establishment of Board Investment Committee. - the revised Business Travel Accommodation.
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