152 YINSON HOLDINGS BERHAD | INTEGRATED ANNUAL REPORT 2024 Directors’ Fees and Benefits Review The Company conducted a comprehensive review of Directors’ fees and benefits and the outcome of the review was then tabled to the NRC and Board in March 2023 for consideration and approval. The goal was to attract and retain directors by ensuring competitiveness and adequacy. An independent consulting firm assessed four key elements; (a) Board fees (b) Board Committee Chairman fees (c) Committee Member fees and (d) allowances and benefits. The assessment took into account several key factors: i. Time commitment and responsibilities; ii. Benchmarking against industry standards (measured by factors such as size, total revenue, and global presence); and iii. Size and complexities of the Group’s business. After a thorough evaluation, the assessment affirmed that the existing Board fee structure adequately rewards Board members. However, it was observed that the Board Committee fee was lower than the industry benchmark and did not adequately reflect the roles and responsibilities of the Board Committee. To align with prevailing market benchmarks and attract and retain top-tier talent, the Board recommends enhancing the fees for the AC and NRC as follows: Type of fees Current fee structure (RM) Revised fee structure (RM) AC fee Chairman fee 30,000/annum 40,000/annum Member fee 20,000/annum 25,000/annum NRC fee Chairman fee 20,000/annum 30,000/annum Member fee 10,000/annum 20,000/annum Revisions to the Board Committee fees will be presented to shareholders for approval at the 31st AGM, in accordance with Section 230 of the Companies Act 2016. The fee structure of the BRSC for FYE 2024 remains unchanged, as follows: Type of fees (RM) Board fee Non-Executive Director/Independent Director 200,000/annum Executive Director 50,000/annum Chairman of the Board 60,000/annum BRSC fee Chairman fee 30,000/annum Member fee 20,000/annum The Board has also approved the revision to the meeting allowance and other benefits as set out in below: Type of benefits Before revision (RM) After revision (RM) Board Committee meeting allowance 1,000 per meeting attended 2,000 per meeting attended Directors’ training 500,000/year* 900,000/year* Note: * Annual training budget for the Board as a whole. The proposed increase in meeting allowances aims to adequately compensate Board Committee members for their dedication and contributions, aligning with their statutory duties and the complexity of the Group’s business. Furthermore, the Board, acknowledging the significance of training to keep Directors informed about emerging technologies, industries, and megatrends, has endorsed the NRC’s recommendation to raise the annual Directors’ training budget to RM900,000. These meeting allowances and Director training enhancements were approved by shareholders at the 30th AGM held on 13 July 2023 and are disbursed to the Directors as and when incurred. The detailed breakdown of Board remuneration for FYE 2024 is disclosed in the CG Report available on our corporate website. Remuneration of Senior Management In consideration of the competitive landscape, talent scarcity, and the imperative to retain our Senior Management team, the Board made a strategic decision regarding the disclosure of remuneration for our Senior Management. While acknowledging the recommended practice outlined in the MCCG 2021, the Board believes that full individual disclosure could potentially disadvantage the Group in the fiercely competitive market. As an alternative to the recommended practice of MCCG 2021, the Board has opted to disclose the remuneration of the Senior Management on a group basis for FYE 2024. For further explanation on the remuneration of the Senior Management, please refer to the CG Report which can be found on our corporate website.
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