Fraser & Neave Holdings Bhd Annual Report 2019

A N N U A L R E P O R T 2 0 1 9 04 Governance 105 III. REMUNERATION 1. FORMAL AND TRANSPARENT REMUNERATION POLICIES AND PROCEDURES FOR DIRECTORS RemCom Non-Independent Non-Executive Director 2 Independent Non-Executive Director 3 The Board has established a RemCom comprising five Non-Executive Directors, three of whom are Independent Directors. The RemCom assists the Board mainly in establishing formal and transparent remuneration policies and procedures to attract and retain Directors. The RemCom is also entrusted with the role of determining and recommending suitable policies in respect of salary packages for Executive Directors, CEO and senior executives. The current salary packages comprise a combination of basic salary and a variable performance incentive to attract and retain talent in a competitive environment. There was no change in the remuneration policies and practices during the Financial Year 2019. The remuneration for Non-Executive Directors is based on a standard fixed fee, with the Chairman receiving a double amount in recognition of his additional responsibilities. An additional fee is also paid to Non-Executive Directors sitting on Board Committees. A meeting allowance is paid for attendance at meetings of the Board and Board Committees as well as general meetings. The Company has in force Directors and Officers insurance policy essentially covering the acts of Directors and Officers and personal accident insurance policy for Directors. Fees and benefits payable to the Company’s Directors are subject to yearly approval by shareholders at the Company’s annual general meeting. Based on the Directors’ Remuneration Policy, the Board shall review Directors’ fees and meeting allowances every two years. During the Financial Year 2019, Aon Hewitt Malaysia Sdn Bhd, an independent consultant, was engaged to perform a benchmarking of Directors’ fees and meeting allowances against selected comparators in market. Following the review, Directors’ fees and meeting allowances of the Company were revised on 24 January 2019 to reflect the prevalent market rates and the duties, responsibilities and commitment of the respective Board Committees and Chairmen of Board Committees. The Directors’ Remuneration Policy and Senior Management’s Remuneration Policy are reviewed periodically. The policies are available on the Company’s website. 2. DIRECTORS’ REMUNERATION The aggregate Directors’ remuneration paid to the Directors of the Company for the Financial Year 2019 is disclosed in the financial statements. Details of remuneration paid to Directors of the Company for the Financial Year 2019 are as follows: Remuneration paid by the Company Directors Fees RM Meeting Allowances RM Benefits (Note) RM Total RM 1. Y.A.M Tengku Syed Badarudin Jamalullail 160,129 27,000 42,201 229,330 2. Mr. Lee Meng Tat 95,883 26,000 518 122,401 3. Mr. David Siew Kah Toong 102,443 23,000 518 125,961 4. Mr. Lee Kong Yip 95,161 22,500 518 118,179 5. Y.Bhg. Dato’ Johan Tazrin bin Hamid Ngo 95,129 21,000 518 116,647 6. Y.Bhg. Dato’ Jorgen Bornhoft 88,444 16,000 518 104,962 7. Mr. Hui Choon Kit 98,444 25,000 518 123,962 8. Puan Aida binti Md Daud 81,722 13,500 518 95,740 9. Puan Faridah binti Abdul Kadir 82,444 17,000 518 99,962 10. Y.Bhg. Datuk Mohd Anwar bin Yahya 85,000 16,000 518 101,518 11. Y.Bhg Datuk Kamaruddin bin Taib (appointed on 8 November 2018) 70,114 12,500 518 83,132 Total 1,054,913 219,500 47,381 1,321,794 Note: Benefits include personal accident insurance premium for all Directors.