Change - S P Setia Berhad

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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.
53 S P <strong>Setia</strong> <strong>Berhad</strong> Group Corporate Governance Statement The details of the remuneration of each Director of the Company who served during the financial year ended 31 October 2008 are as follows: Category Basic Benefits- Salary Allowance Bonus in-kind Total (RM’000) (RM’000) (RM’000) (RM’000) (RM’000) Executive Directors Tan Sri Dato’ Sri Liew Kee Sin 3,136.62 – 4,928.00 2,193.51 10,258.13 Dato’ Voon Tin Yow 2,240.62 – 2,772.00 439.66 5,452.28 Yap Kok Weng 986.22 – 800.80 22.70 1,809.72 Teow Leong Seng 717.42 – 700.00 46.15 1,463.57 Khor Chap Jen 985.60 – 800.80 22.70 1,809.10 Chang Khim Wah 867.95 – 750.40 31.15 1,649.50 Non-Executive Directors Tan Sri Abdul Rashid bin Abdul Manaf – 927.47 – 135.55 1,063.02 Tan Sri Lee Lam Thye – 368.50 – – 368.50 Tan Sri Dato’ Hari Narayanan a/l Govindasamy – 219.70 – – 219.70 Dato’ Leong Kok Wah – 219.70 – – 219.70 Datuk Ismail bin Adam – 152.10 – – 152.10 Ng Soon Lai @ Ng Siek Chuan – 135.20 – – 135.20 Total 8,934.43 2,022.67 10,752.00 2,891.42 24,600.52 C. SHAREHOLDERS Communications between the Company and Investors The Company is aware that effective communication with its shareholders, stakeholders and the public is important to disclose material information on the Group’s business activities and financial performance to enhance shareholders’ value. This is achieved through press releases, press conferences, timely announcements and disclosures made to Bursa Securities. The Company’s quarterly interim and full year audited financial results are released within two (2) months from the end of each quarter / financial year and the Annual Report is published within four (4) months after the financial year end. In addition, the Company also has an established Investor Relations Department which provides ongoing updates on the Group’s development activities and conducts regular dialogues and discussions with financial analysts and institutional fund managers to give them a better understanding of the businesses of the Group. During the financial year, the Company participated in 9 road shows and investor conferences and had approximately 174 meetings with financial analysts and investors. Annual General Meeting (“AGM”) The Company’s AGM remains the principal forum for dialogue and communication with shareholders. Shareholders are encouraged to participate in the proceedings and ask questions about the resolutions being proposed and the operations of the Group. All Board members, Senior Management and the Group’s external auditor are available to respond to shareholders’ questions during the AGM.
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embracing Change Annual Report 2008
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group directory HEAD OFFICE S P SET
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Change - S P Setia Berhad

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