Eng - IOI Group

Corporate Governance cont’dTHE BOARD OF DIRECTORS cont’dRe-electionIn accordance with the Company’s Articles of Association (“Articles”), all Directors who are appointed by the Board are subject toelection by shareholders at the first opportunity after their appointment. The Articles also provide that at least one third of the remainingDirectors be subject to re-election by rotation at each Annual General Meeting provided always that all Directors including the ManagingDirector shall retire from office at least once every three years but shall be eligible for re-election.Tan Sri Dato’ Lee Shin Cheng and Dato’ Lee Yeow Chor shall retire by rotation at the forthcoming Annual General Meeting and, beingeligible, offer themselves for re-election.Directors’ RemunerationThe Company’s remuneration scheme is linked to performance, service seniority, experience and scope of responsibilities and isperiodically benchmarked to market/industry surveys conducted by human resource consultants.The Remuneration Committee of the Company comprises the following Directors:-1. Tan Sri Dato’ Lee Shin Cheng (Chairman)2. Datuk Hj Mohd Khalil b Dato’ Hj Mohd Noor3. Chan Fong AnnThe Committee ascertains and approves remuneration packages of executive directors in accordance with the Company’s policyguidelines which set a proportionately high variable pay component to the remuneration package so as to strongly link remuneration toperformances.The remuneration package of the Executive Chairman is approved by the full Board and fees for directors are determined by the fullBoard with the approval from shareholders at the Annual General Meeting.The details of the remuneration of Directors of the Company comprising remuneration received/receivable from the Company andsubsidiary companies during the financial year ended 30 June 2007 are as follows:1. Aggregate remuneration of Directors categorised into appropriate components:Bonus & Benefits-Fees Salaries Incentives in-kind EPF Others TotalRM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000Executive Directors 395 5,197 14,476 272 2,987 1,610 24,937Non-Executive Directors 170 - - 17 - 173 36075ANNUAL REPORT 2007IOI Corporation Berhad