KOSMO-AnnuaReport2006 (1.9MB).pdf - Bursa Malaysia

KOSMO TECHNOLOGY INDUSTRIAL BERHAD
STATEMENT ON CORPORATE GOVERNANCE (cont’d)
3) The recommendation, if any, of candidates for directorships
proposed by the Managing Director, and Director or
shareholder, and ;
4) The core principles of Corporate Governance ;
During the financial year ended 31 December 2006, the
Nomination Committee met once and the meeting was attended
by all members.
Remuneration Committee
The Board had also set up a Remuneration Committee on 25
August 2005, and the members are: -
1. Ravindran a/l Sivasubramaniam Chairman
2. Dato’ Mukhriz Mahathir Member
3. Norhamzah bin Nordin Member
The principle objective of the Remuneration Committee is to
assist the Board of Directors in its responsibilities in assessing the
remuneration packages of the Managing Director and Executive
Directors of the Company.
The Board of Directors shall elect the Remuneration Committee
members from amongst themselves. The Remuneration
Committee shall consist of not less than two (2) members,
comprising wholly or mainly of non-executive directors.
The duties and responsibilities of the Remuneration Committee are:-
1) To review and assess the remuneration packages of the
Managing Director and Executive Director of the Company
and to make recommendations on the same to the Board of
Directors.
2) To ensure the levels of remuneration be sufficiently attractive
and able to retain Directors needed to run the Company
successfully.
3) To structure the remuneration package by taking into
account the market rates so as to link rewards to corporate
and individual performance.
4) To review the Company’s Managing Director and Executive
Directors’ service contracts when necessary.
5) To review and recommend to the Board the remuneration of
the Non-Executive Directors
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6) To act in line with the directions of the Board of Directors; and
7) To consider and examine such other matters as the
Remuneration Committee considers appropriate.
In discharging the above duties and responsibilities, the Executive
Directors and Non-Executive Directors shall abstain from
deliberations and voting decisions in respect of their respective
remuneration.
During the financial year ended 31 December 2006, the
Remuneration Committee met twice and all members attended
the meeting.
Employees Share Option Scheme (ESOS) Committee
The Kosmo Tech Group ESOS Committee was established to
administer Kosmo Tech’s Employee Share Option Scheme. The
Committee’s principal function is to ensure that the scheme is
administered in accordance with the by-laws approved by the
shareholders of the Company.
The members of the ESOS committee are:-
1. Mohd Azham bin Mohd Noor Chairman
2. Mohamad Nassir bin Mohd Kassim Member
3. Ravindran a/l Sivasubramaniam Member
B. DIRECTORS’ REMUNERATION (“DR”)
i) The Level and make-up of remuneration
The Board as a whole reviews annually, the levels of
remuneration offered for Directors to ensure that they are
sufficient to attract and retain Directors with relevant
experience and expertise required to manage the Group
successfully, while taking into consideration at the same
time, the state of the economy in general and the
performance of the industry of the Group in particular.
In the case of Executive Directors, the component parts of
remuneration are structured to link rewards to corporate
and individual performance. As for the case of Non-
Executive Directors, the levels of remuneration reflect the
experience and level of responsibilities undertaken by the
particular Non-Executive Director concerned.