Change - S P Setia Berhad

52
Annual report 2008
Corporate Governance Statement
7. Board Committees
The Board has delegated certain responsibilities to Board Committees which operate within defined terms of reference. The
Board Committees include the Audit Committee, Executive Committee, Nomination Committee, Remuneration Committee and
Risk Management Committee. The terms of reference of the Nomination Committee and Audit Committee were reviewed to
ensure consistency with the revised provisions of the Malaysian Code on Corporate Governance which came into effect on
1 October 2007.
The respective Committees report to the Board on matters considered and their recommendation thereon. The ultimate
responsibility for the final decision on all matters, however, lies with the Board.
B. DIRECTOR’S REMUNERATION
Objective
The Company’s remuneration policy for Directors is tailored to support the Company’s overall objective of delivering long-term
value to its shareholders. The remuneration packages are designed to encourage the creativity and innovation appropriate for a
property, infrastructure and construction company and to enable the Company to recruit and retain individuals of the necessary
calibre relevant to the achievement of the Company’s strategic objectives.
Remuneration Procedures
The Remuneration Committee recommends to the Board the remuneration package for each Executive Director. It is the ultimate
responsibility of the entire Board to approve the remuneration of these Directors.
The determination of the remuneration of the Non-Executive Directors is a matter decided by the Board as a whole. Individual
Directors do not participate in the discussion and decision of their own remuneration.
Remuneration Package
The remuneration package of Directors is as follows:
(a)
(b)
(c)
(d)
Basic salary
The basic salary (inclusive of statutory employer’s contributions to the Employees Provident Fund) for each Executive
Director is recommended by the Remuneration Committee, taking into account the individual responsibility, contribution
and performance, additional responsibilities of the Directors, as well as the market-rate for similar positions in comparable
companies.
Allowance
The allowance given to the Non-Executive Directors is based on the experience and level of responsibilities undertaken by
the particular Non-Executive Director concerned.
Bonus scheme
The Group operates a bonus scheme for all employees, including the Executive Directors. The criteria for the scheme include
the level of profit achieved by the Group from its business activities against targets, together with an assessment of each
individual’s performance during the period. Bonuses payable to the Executive Directors are reviewed by the Remuneration
Committee and approved by the Board.
Benefits-in-kind
Other benefits (such as car, petrol, chauffeur, security services and travelling allowance) are made available as appropriate.