Page 79 - ar2010

– Termination of membership of individual director

in accordance with policy, for cause of other appropriate reasons.

• To establish appropriate plans for succession

at Board level, and if appropriate, at senior management level.

• To provide for adequate training and orientation

of new directors with respect to the business, structure and management of the Group as well as the expectations of the Board with regard to their contribution to the Board and Company.

• To consider other matters as referred to the NRC by

the Board.

• To establish and recommend the remuneration structure

and policy for directors and key executives, if applicable, and to review for changes to the policy as necessary. • To ensure that a strong link is maintained between the

level of remuneration and individual performance against agreed targets, the performance-related elements of remuneration setting forming a signifcant proportion of the total remuneration package of executive directors. • To review and recommend the entire individual

remuneration packages for each of the executive director and, as appropriate, other senior executives, including: the terms of employment or contract of employment/ service; any benefit, pension or incentive scheme entitlement; any other bonuses, fees and expenses; and any compensation payable on the termination of the service contract.

• To review with the Managing Director/Chief Executive

Offcer, his/her goals and objectives and to assess his/ her performance against these objectives as well as contribution to the corporate strategy.

• To review the performance standards for key executives

to be used in implementing the Group’s compensation programs where appropriate.

• To consider and approve compensation commitments/

severance payments for executive directors and key executives, where appropriate, in the event of early termination of the employment/service contract. • To consider other matters as referred to the NRC by the

Board.

• Managing Director • Chief Financial Offcer • Chief Operational Offcer

• Senior Group General Manager – Clinical & Professional

Services

• Group General Manager – Business Development

(Malaysia) & Intrapreneur

• Group General Manager – Risk Management • General Manager – Education, Industrial Relation &

CSR

• Senior Corporate Manager – Human Capital Management

Services

• Senior Finance Manager

Annual General Meeting

At each Annual General Meeting, the Chairman presents the progress and performance of the business and encourages shareholders to participate in the question-and-answer session. The Managing Director, the Chairman of the Audit Committee and other Board Members are available to respond to shareholders’ questions during the meeting. Where appropriate, the Chairman will undertake to provide a written answer to any signifcant question that cannot be readily answered at the meeting. Other than the Board Chairman and Managing Director, the shareholders or any stakeholders may convey any concerns that they may have to Tan Sri Dato’ Seri Arshad Ayub, Senior Independent Non-Executive Director and Chairman of the Audit Committee.

Each item of special business included in the notice of the meeting will be accompanied by detailed explanations. Separate resolutions are proposed for substantially different issues at the meeting and the Chairman declares the number of proxy votes received both for and against each resolution. The Company provides shareholders with a summary of the discussions at the Annual General Meeting.