Section 7 UEM Edgenta Berhad GOVERNANCE 220 • 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:- - The job evaluation of C-Suite positions. - The proposed renewal/appointment of fixed-term employment contract of Senior Management of Grade UT2 and above. - The proposed Individual Development Plan for Senior Management. Recruitment/Appointment and Succession Planning of Senior Management • Reviewed the board size and structure, tenure of each Director, the mix of Directors in terms of gender diversity, skills and expertise of each Director 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. • 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. Board Composition and Succession Planning • 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. Board Effectiveness Evaluation • 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. Recruitment and Appointment 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. Remuneration of Directors • Approved the MCCG proposed action plan. • Reviewed and recommended:- - The adoption of the Political Involvement Policy. - The update of the Terms of Reference of the NRC. - The update of the Board Charter. - The revision of travel related benefits. Governance/Policy • Reviewed and recommended:- - The 2022 Corporate Scorecard Achievement and 2022 Managing Director/Chief Executive Officer’s Scorecard Achievement. - The Proposed 2023 Corporate Scorecard and Managing Director/Chief Executive Officer’s Scorecard. - The 2022 Bonus Pool and 2023 increment. - The 2022 Performance Bonus of the Managing Director/ Chief Executive Officer and Senior Management. - Proposed Sales Incentive Scheme. - Proposed Incentive Plan Design. Remuneration for UEM Edgenta Group CORPORATE GOVERNANCE OVERVIEW STATEMENT Nomination and Remuneration Committee (“NRC”) The NRC comprises three (3) members, all of whom are exclusively Non-Executive Directors, with a majority being Independent Directors. Pn. Rowina Ghazali Seth, an Independent Non-Executive Director, chairs the NRC. The main responsibilities of the NRC are to assist the Board in the nomination of Directors and Senior Management, assess the effectiveness of the Board and Board Committees, recommend remuneration packages and assess the performance of Managing Director/Chief Executive Officer and Senior Management. A total of seven (7) meetings were held during the financial year. Among the key activities undertaken by the NRC during the financial year under review were as follows:-
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