Remuneration Policy | Melati Ehsan

Remuneration Policy

REMUNERATION POLICY (“the Policy”)
1.	INTRODUCTION This Policy sets out the broad principles used in reviewing and recommending the remuneration of the Directors and key senior management of the Company and its subsidiaries in line with the best practice provisions of the Malaysian Code on Corporate Governance.
2.	PRINCIPLES
	(a)	The remuneration for Executive Directors and key senior management is determined based on the industry outlook, the Company’s financial performance, operation effectiveness, practices in the market, comparison with organisations of similar size with the Group, and the Company’s performance in managing significant sustainability risks and opportunities.
	(b)	The remunerations of Non-Executive Directors, which are in the form of director fees and allowance, are determined based on their responsibilities, experience, seniority, and involvement in the number of Board Committees. The fee payable shall be comparable with the industry but not conflict with their objectivity and independent judgment and be subject to shareholders’ approval.
3.	REVIEW PROCEDURES The Board shall establish a remuneration committee to oversee the remuneration of the Directors and key senior management based on the principles of the Remuneration Policy. The remuneration paid to Executive Directors and Non-Executive Directors shall be recommended by the Remuneration Committee (“RC”) and be approved by the Board. Directors’ Fees payable to the Board Members shall be recommended to the shareholders for approval at the Annual General Meeting. The Executive Chairman assesses the remuneration of the key senior management who report to him. In this case, the assessment and remuneration levels for the key senior management will be reported to the RC by the Executive Chairman accordingly. No directors should be involved in discussions to decide on their own remuneration. In addition, directors who are shareholders and controlling shareholders with a nominee or connected director on the board should also abstain from voting on the resolution to approve their remuneration at the Board and Annual General Meetings.
4.	DISCLOSURES
	(a)	Directors’ remuneration shall be disclosed on a named and individual basis and by the exact amount, both at the Company level and Group level. The remuneration breakdown shall be in accordance with the Listing Requirements and best practices of the Malaysian Code on Corporate Governance.
	(b)	The top five senior management’s remuneration component including salary, bonus, benefits in-kind and other emoluments shall be disclosed in bands of RM50,000.
5.	REVIEWS OF POLICY This Policy shall be reviewed by the RC periodically according to the regulatory changes and the practices under the Malaysian Code on Corporate Governance. Changes in the Policy shall be proposed by the RC and subject to the Board’s approval with a formal resolution.