Corporate Governance Statement |
|
c. Benefits-in-kind and emoluments NEDs are not entitled to participate in the ESOS. They are given other allowances such as travelling and mobile phone allowances comparable to other PLCs, particularly those in the financial sector, GLCs and selected stock exchanges. The Chairman is also given a monthly fixed allowance of RM40,000, in view of the scope of his responsibilities and the fact that he does not serve on the boards of any other PLCs or other market participants regulated by Bursa Malaysia to avoid Conflict of Interest (COI). The Executive Director/CEO is not entitled to the above Director's fee nor is he entitled to receive any meeting allowance for the Board and Board Committee meetings he attends. The CEO's remuneration package comprises a monthly salary and other benefits/emoluments. In addition to the above, the Directors have the benefit of the Directors and Officers (D&O) Insurance in respect of liabilities arising from their acts committed in the capacity as D&O of Bursa Malaysia. However, the said insurance policy does not indemnify a Director or principal officer if he is proven to have acted negligently, fraudulently or dishonestly, or in breach of duty or trust. The Directors and principal officers are required to contribute jointly to the premium of the D&O Policy. 2. Procedure for Approving Board Remuneration The NRC is responsible for reviewing the remuneration of the NEDs and the Executive Director/CEO, and makes recommendations on the same to the Board for approval. In 2008, the NRC engaged PwCAS to carry out a review of Board remuneration in conjunction with the BEE exercise. In the review, it was found that the Board's remuneration practices are generally competitive or on par with other companies, although a few areas are lower than market practice. Notwithstanding the PwCAS findings, the NRC recommended that the existing remuneration policy remain unchanged, given the unfavourable market conditions. The Board approved the NRC's recommendation. The CEO's remuneration package is linked to the performance of CBS and KPIs results for the previous year. In the evaluation, NRC considers four perspectives: financial, customer, internal process, and learning and growth. The CEO abstained from deliberation on his remuneration at the Board meeting. 3. Disclosure of Board Remuneration Disclosure of each Director's remuneration is set out in the Annual Audited Financial Statements on pages 109 to 110 of the Annual Report.
|