2012 Annual Report - Media Prima Berhad
2012 Annual Report - Media Prima Berhad
2012 Annual Report - Media Prima Berhad
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B. DIRECTORS’ REMUNERATION<br />
Level and Make-up of Remuneration<br />
The Group has established a formal and transparent<br />
procedure for developing policy on executive<br />
remuneration and for fixing the remuneration package<br />
of the individual director. The objective of the Group’s<br />
policy on directors’ remuneration is to attract and<br />
retain directors of the calibre needed to play effective<br />
oversight role in the successful management of<br />
the Group.<br />
The Remuneration Committee (RC), comprising of<br />
wholly Non-Executive Directors, carries out the annual<br />
review of the overall remuneration policy for Executive<br />
Directors whereupon recommendations are submitted<br />
to the Board for approval. The remuneration for<br />
Executive Directors is structured to link rewards to<br />
corporate and individual performance. It is<br />
nevertheless, the ultimate responsibility of the Board<br />
to approve the remuneration of these directors.<br />
An annual review by the RC records the performance<br />
of the GMD and Executive Directors and submits<br />
recommendations to the Board on specific adjustments<br />
in remuneration and/or reward payments that reflect<br />
their respective contributions for the year, and which<br />
are competitive and in tandem with <strong>Media</strong> <strong>Prima</strong>’s<br />
corporate objectives, culture and strategy.<br />
The determination of the remuneration packages of<br />
Non-Executive Directors (whether in addition to or in<br />
lieu of their fees as directors), is a matter for the<br />
Board as a whole subject to approval of shareholders<br />
at the AGM. Each individual director abstains from<br />
the Board’s decision on his own remuneration.<br />
Remuneration Package<br />
The remuneration package of the Executive Directors<br />
is as follows:<br />
i. Basic Salary<br />
Remuneration Committee recommends the basic<br />
salary (inclusive of statutory employer<br />
contributions to the Employee Provident Fund)<br />
for the Executive Director, taking into account<br />
the performance of the individual, the inflation<br />
price index and information from independent<br />
sources on the rates of salary for similar positions<br />
in a selected group of comparable companies.<br />
ii.<br />
iii.<br />
iv.<br />
TELEVISION<br />
NETWORKS<br />
RADIO OUTDOOR<br />
NETWORKS<br />
Performance Bonus<br />
The Group operates a performance based bonus<br />
scheme for all employees, including the Executive<br />
Directors. The criteria for the scheme is<br />
dependent on the achievement of KPI set for the<br />
Group’s business activities as measured against<br />
targets, together with an assessment of each<br />
individual’s performance during the period.<br />
Bonuses payable to the Executive Directors are<br />
reviewed by the Remuneration Committee and<br />
approved by the Board.<br />
Fixed Allowance<br />
Executive Directors are entitled for fixed<br />
allowances.<br />
Employees’ Share Option Scheme (ESOS)<br />
Executive Directors are also eligible to participate<br />
in the employees’ share option scheme designed<br />
to incentivise employees of the Group.<br />
v. Benefits-in-kind<br />
Executive Directors are entitled to other<br />
customary benefits such as Group Hospitalisation<br />
and Surgical Insurance, leave passage, car and<br />
driver.<br />
Non-Executive Directors are paid annual fees,<br />
attendance allowance for each Board meeting<br />
attended. They are also entitled for Group<br />
Hospitalisation and Surgical Insurance. The Chairman<br />
is entitled to leave passage, contributions to Employee<br />
Provident Fund, a car and driver benefits.<br />
Directors of <strong>Media</strong> <strong>Prima</strong> are also covered under a<br />
Directors and Officers Liability Insurance Policy against<br />
any liability incurred by them in discharging their<br />
duties while holding office as directors of the Group.<br />
The directors contribute partially toward the payment<br />
of the insurance premium.<br />
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113<br />
annual<br />
report<br />
<strong>2012</strong><br />
From Our Perspective Who We Are Our Strategy & Achievements Our Performance Our Responsibility Our Leadership Corporate Governance The Financials Additional Information