68 / 188
c o r p o r at e G O V E R N A N C E
64
Although long tenure of INEDs may incline towards or be perceived as compromising independence, the Board will review
its position and criteria from time to time. This is to ensure that INEDs who have the necessary competencies, skills and
knowledge, and who continue to exercise independent and objective judgement, play their part effectively on the Board in
the best interest of the Company and satisfy the independence criteria, are not excluded based merely on the 9 years tenure
criteria.
Re-election and Re-appointment of Directors
A candidate who is appointed as Director of the Company must seek re-election by shareholders at the next AGM. The
Constitution of the Company further provides for rotation of Directors whereby one third or more of the Directors are to retire
at every AGM of the Company and that all Directors must retire at least once in 3 years and shall be eligible for re-election.
Directors who are due for re-election and re-appointment at the forthcoming AGM are as set out in the Notice of the AGM in
this Annual Report.
Performance Evaluation
A review of the performance of the Board, Board Committees and individual Directors occurs each year. For FYE2018, the
exercise was conducted internally by the Company Secretaries in April 2018. The results of the assessment indicated that
overall, the performance of the Board, Board Committees and individual Directors during the review period continues to be
functioning efficiently and effectively.
III. REMUNERATION
The Board believes that the existing remuneration structure is appropriate for the requirements of the Company, taking into
account factors such as effort and time spent as well as responsibilities of the Directors.
The Board has established guidelines for the NRC and the Board in determining the level of remuneration for Executive
Director and Non-Executive Directors. The guidelines have been defined in the Terms of Reference of the NRC which is
available on the Company’s website.
The aggregate amount of remuneration paid to the Directors for FYE2018 is set out below:-
Executive
Director
Non-Executive Directors
Dato’ Roslan
bin Hamir
Dato’ Adnan bin
Shamsuddin
Rezal Zain
bin Abdul Rashid
Datuk Alias
bin Ali
Dr. Roshayati
binti Basir
RM
Company
Director’s Fees
-
81,000
65,000
56,000
50,000
Meeting
allowance
-
30,000
34,000
30,000
12,000
Salaries
278,418
-
-
-
-
Bonus
252,966
-
-
-
-
Benefits in kind
40,000
34,118
43,610
22,124
-
Others
102,793
-
-
-
-
TOTAL
674,177
139,118
127,610
102,124
62,000
CORPORATE GOVERNANCE OVERVIEW STATEMENT