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(2) Nomination & Remuneration Committee
WCT Berhad (66538-K)
annual report 2011
The Nomination & Remuneration Committee (“NRC”) comprises entirely of Independent Non-Executive Directors and
its members are:-
(i) Dato’ Capt. Ahmad Sufian @ Qurnain bin Abdul Rashid (Chairman);
(ii) Cheah Hon Kuen;
(iii) Choo Tak Woh; and
(iv) Andrew Lim Cheong Seng (appointed on 23 February 2012)
The terms of reference, duties and responsibilities of the NRC are summarised below:-
(a) Establish a formal and transparent procedure for the appointment of new directors to the Board;
(b) Review the terms and conditions of employment and remuneration of the Executive Directors;
(c) Consider, assess and recommend new nominees to the Board as well as committees of the Board;
(d) Review and approve the remuneration packages (including annual increments and bonuses) of the Executive
Directors;
(e) Assess the effectiveness of the Board as a whole, the committees of the Board as well as the contribution of each
individual director through an annual evaluation process;
(f) Review annually the required mix of skills, experience and other qualities including core competencies which
each director should bring to the Board; and
(g) Ensure that all reviews, assessments and evaluations are properly documented.
The NRC meets at least once a year and whenever required. In 2011, four (4) meetings were held and attended by all
the members.
During the financial year, the NRC reviewed the re-election of three (3) directors retiring by rotation at the 30th Annual
General Meeting, the annual increment and bonuses of all executive directors, the annual assessment and evaluation
of the Board, committees of the Board and the individual directors as well as the annual review of the Board in respect
of its size and the required mix of skills and experience. All recommendations of the NRC are subject to endorsements
by the Board.
(3) Options Committee
The Options Committee is established to administer the Company’s Employees’ Share Options Scheme (2002/2012)
in accordance with the objectives and regulations thereof and to determine participation eligibility, option offers
and share allocations and to attend to such other matters as may be required. The current members of the Options
Committee are as follows:-
(i) Cheah Hon Kuen (Chairman);
(ii) Taing Kim Hwa; and
(iii) Goh Chin Liong.
The Options Committee meets as and when required and in 2011, one (1) meeting was held.
STATEMENT ON CORPORATE GOVERNANCE
cont’d
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