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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 />

PRINT<br />

CONTENT<br />

CREATION<br />

NEW MEDIA<br />

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

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