2010 Annual Report - Petron

CORPORATE GOVERNANCE (Continued)
An analysis of the aggregate Directors' remuneration incurred by the Company for the year ended December 31, 2010 as
prescribed under Appendix 9C Part A Item 11(a) of the Main Market Listing Requirements of the Bursa Malaysia Securities
Berhad (BMSB) is set out below :
FEES VALUE OF REMUNERATION
TOTAL
(RM) AND OTHERS (RM)
(RM)
EXECUTIVE DIRECTORS - 1,359,779 1,359,779
INDEPENDENT NON-EXECUTIVE 126,000 33,000 159,000
DIRECTORS
An analysis of the number of Directors whose remuneration, incurred by the Company, falls in successive bands of
RM50,000 as prescribed under Appendix 9C Part A Item 11(b) of the Main Market Listing Requirements of the BMSB is set
out below:
Remuneration (RM) Number of Executive Number of Non-Executive
Directors
Directors
Less than 50,000
50,001 - 100,000 3
100,001 - 150,000 1
150,001 - 200,000
200,001 - 250,000 1
250,001- 300,000
300,001 - 350,000 1
350,001 - 400,000
400,001 - 450,000
450,000 - 500,000
500,001 - 550,000
550,001 - 600,000
600,001 - 650,000
650,001 - 700,000 1
The Company has opted not to disclose each Director's remuneration as the Board considers the information to be
sensitive and proprietary.
Nominating Committee
The Nominating Committee is responsible for the recommendation of candidates for Independent Non-Executive
Directors and Executive Directors and the recommendation of Directors for Committees, for the Board's consideration and
decision.
The Nominating Committee is also responsible for the assessment of the effectiveness of individual Directors, Board
Committees and the overall Board on an ongoing basis. These assessments, based on a combination of qualitative and
quantitative factors, were carried out by the Nominating Committee in 2010. The findings and results of these
assessments by the Nominating Committee were reported to the Board.
The current members of the Nominating Committee are as follows:
1. Mr. Hugh W. Thompson (Executive Director) - Chairman
Puan Fatimah Merican (Executive Director) - Alternate Chairman
2. Y. Bhg. Tan Sri Dato' Dr. Syed Jalaludin Syed Salim (Independent Non-Executive Director)
3. Y. Bhg. Tan Sri Abdul Halim Ali (Independent Non-Executive Director)
The Board when setting up the Nominating Committee in 2003 formed the view, which it still holds today, that the Chairman
of the Company, being an Executive Director, should be a member and Chairman of the Nominating Committee. While the
composition of the Nominating Committee departs from the Best Practices as outlined in the Malaysian Code on Corporate
Governance, compliance with which is not compulsory, the Board is of the view that the inclusion of the Chairman of the
Company provides the Nominating Committee with invaluable perspective on the business and operational needs of the
Company. Such input is needed in the selection and recommendation of suitable candidates for appointment by the Board,
as well as in assessing the performance of the Board, Directors and Committees.
Apart from the Chairman, the Nominating Committee members are all Independent Non-Executive Directors.
ANNUAL REPORT & ACCOUNTS 2010 21