GOVERNANCE 04 Sect ion Ranhi ll Ut i l i t i es Berhad 116 CORPORATE GOVERNANCE OVERV I EW STATEMENT III. REMUNERATION BOARD REMUNERATION The Company aims to set remuneration at levels sufficient to attract and retain the Directors needed to run the Company. Ranhill’s Remuneration Policy for Non-Executive Directors is based on attracting, retaining, motivating and fairly remunerating individuals based on industry standards. Fees paid are also based on the following: • Demands, functions and workload; • The size and complexity of Ranhill’s operations; and • The responsibilities and work requirements of Board members. The Directors’ fees are only paid upon approval by the shareholders at the Annual General Meeting (“AGM”) based on the recommendation of the Board. The remuneration package for Executive Directors is reviewed by the NRC and recommended to the Board for approval. The Board ensures that the remuneration and incentives for INEDs are not in conflict with their obligation to bring objectivity and independent judgment on matters discussed at Board meetings. The Board deliberates and decides on the remuneration without the involvement or presence of the respective Executive Director. The structure of the Non-Independent Director’s (“NED”) remuneration for FY2022 is as below:- Appointment Chairman (per annum) (RM) Member (per annum) (RM) Board of Directors 300,000 RM150,000 (Malaysian Director) USD100,000 (International Director)* Chairman’s BIK 50,000 - AC 40,000 20,000 GRMC 30,000 20,000 NRC 30,000 20,000 LTIP 30,000 20,000 Attendance allowance Board of Directors Board Committee Per meeting (RM) RM2,500 (Chairman of the Board) RM2,000 (Director) RM2,000 (Chairman of Board Committee) RM1,500 (Member of Board Committee) * fees for International Director is inclusive of fee for sitting board committees and attendance allowance. Directors’ Remuneration Framework In accordance with the Companies Act 2016, payment of Directors’ fees and benefits shall be approved at a general meeting. The Board shall seek shareholders’ approval at its upcoming AGM for the payment of Directors’ fees and benefits for FY2023 / FY2024.
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