Annual Report 2012 - IOI Group

The Directors who are due for retirement and re-appointment inaccordance to Section 129 of the Companies Act, 1965 at theforthcoming Forty-Third AGM are Tan Sri Dato’ Lee Shin Chengand Datuk Hj Mohd Khalil b Dato’ Hj Mohd Noor. Their profiles areset out on page 64 onwards in the “Profile of Directors” section.Directors’ RemunerationThe Company’s remuneration scheme is linked to performance,service seniority, experience and scope of responsibilities.The Remuneration Committee of the Board comprises of thefollowing Directors:1. Tan Sri Dato’ Lee Shin Cheng (Chairman)2. Datuk Hj Mohd Khalil b Dato’ Hj Mohd Noor3. Quah Poh KeatThe Remuneration Committee reviews and submits recommendationto the Board on remuneration packages of Directors in accordancewith the Company’s policy guidelines which sets a proportionatelyhigh variable pay component to the remuneration package so as tostrongly link remuneration to performance, experience and the levelof responsibilities. The fees for Directors are determined by the fullBoard with the approval from shareholders at the AGM.The details of the remuneration Directors of the Companycomprising remuneration received/ receivable from the Companyand subsidiary companies during the financial year ended 30 June2012 are as follows:1. Aggregate remuneration of Directors categorised intoappropriate components:2. Number of Directors whose remuneration falls into thefollowing bands:Number of DirectorsNonexecutiveRange of RemunerationExecutiveRM1 to RM50,000 – –RM50,001 to RM100,000 – 1RM100,001 to RM150,000 – 2RM150,001 to RM200,000 – –RM200,001 to RM250,000 – 1RM250,001 to RM400,000 – –RM400,001 to RM450,000 1 –RM450,001 to RM900,000 – –RM900,001 to RM950,000 1 –RM950,001 to RM2,000,000 – –RM2,000,001 to RM2,050,000 1 –RM2,050,001 to RM47,700,000 – –RM47,700,001 to RM47,750,000 1 –For financial year ended 30 June 2012, none of the Directorswere offered share options under the Company’s ExecutiveShare Option Scheme.The Board is mindful of the requirement under the Code forthe disclosure of details of the remuneration of each Director.The Company complies with the disclosure requirementsunder the Main Market Listing Requirements of BursaSecurities i.e. disclosure of Directors’ Remuneration byapplicable bands of RM50,000. The Board is of the view thatthe transparency and accountability aspects of CorporateGovernance as applicable to Directors’ Remuneration areappropriately served by the above band disclosure.FeesRM’000SalariesRM’000Bonus &IncentivesRM’000Benefitsin-kindRM’000EPFRM’000OthersRM’000TotalRM’000Executive Directors 444 8,084 36,734 233 5,389 196 51,080Non-executive Directors 360 – – 31 – 142 533Annual Report 2012IOI CORPORATION BERHAD 91