statement on corporate governance - Boustead Holdings Berhad

_Boustead Holdings Berhad_2013 annual report_97In establishing the level of remuneration for the GMD,Executive Director and Senior Management, theRemuneration Committee has regard to packagesoffered by comparable companies, and may obtainindependent advice.The remuneration of the GMD and the ExecutiveDirector comprises a fixed salary and allowances, anda bonus approved by the Board which is linked to theGroup’s performance. The remuneration for Non-Executive Directors comprises annual fees, meetingallowance of between RM1,000 to RM2,000 each forevery meeting that they attend, and reimbursement ofexpenses for their services in connection with Boardand Board Committee meetings.The terms of reference of the Remuneration Committeeare as follows:• To review annually and make recommendations tothe Board the remuneration packages, rewardstructure and fringe benefits applicable to allExecutive Directors and Senior Management toensure that the rewards commensurate with theircontributions to the Group’s growth and profitability.• To review annually the performance of the GMDand the Executive Director and recommend to theBoard specific adjustments in remuneration andreward payments if any, to reflect their contributionsfor the year.• To ensure that the level of remuneration of theNon-Executive Directors are linked to their level ofresponsibilities undertaken and contributions to theeffective functioning of the Board.• To keep abreast of the terms and conditions ofservice of the GMD, the Executive Director and keySenior Management including their totalremuneration packages for market comparability;and to review and recommend to the Boardchanges whenever necessary.• To keep abreast of the remuneration packages ofthe Non-Executive Directors to ensure that theycommensurate with the scope of responsibilitiesheld and to review and recommend to the Boardchanges whenever necessary.Meetings of the Remuneration Committee are held asand when necessary, and at least once a year. TheRemuneration Committee met twice during the yearand all the members registered full attendance.BOARD APPOINTMENTS AND COMMITMENTSAs documented in the approved Board Charter, theappointment of a new Director is a matter forconsideration and decision by the full Board uponappropriate recommendation by the NominationCommittee. The Board appoints its members througha formal and transparent selection process. All newappointees will be considered and evaluated by theNomination Committee for the candidates’ ability interms of their skills, knowledge, experience, expertiseand integrity to discharge responsibilities as expectedof them. In the case of a candidate for IndependentNon-Executive Director, the Nomination Committeealso evaluates the candidate’s ability to dischargesuch responsibility or functions as expected of anIndependent Non-Executive Director. The CompanySecretary will ensure that all appointments are properlymade and that legal and regulatory obligations aremet. New Directors are expected to have suchexpertise so as to qualify them to make positivecontribution to the Board, performance of its dutiesand to give sufficient commitment, time and attentionto the affairs of the Company.The Company Secretary has the responsibility ofensuring that relevant procedures relating to theappointment of new Directors are properly executed.The Company has adopted an induction program fornewly appointed Directors. The induction programaims at communicating to the newly appointedDirectors, the Company’s vision and mission, itsphilosophy and nature of business, current issueswithin the Company, the corporate strategy and theexpectations of the Company concerning input fromDirectors. The Chairman is primarily responsible forthe induction program with appropriate assistancefrom other Senior Executive Directors.