Page 65 - KPJ_2011

b) Remuneration
To propose to the Board the responsibilities of
non-executive directors, including membership
and Chairpersonship of Board Committees.
To evaluate and recommend the appointment
of senior executive positions, including that of
the Managing Director and their duties and the
continuation (or not) of their service.
To establish and implement processes for
assessing the effectiveness of the Board as
a whole, the Committees of the Board and for
assessing the contribution of each director.
To evaluate on an annual basis:
•
•
•
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.
•
•
•
Whether directors who are retiring by rotation
should be put forward for re-election; and
Termination of membership of individual
director in accordance with policy, for cause of
other appropriate reasons.
*
*
The effectiveness of each director’s ability to
contribute to the effectiveness of the Board and
the relevant Board Committees and to provide
the necessary feedback to the directors in
respect of their performance;
The effectiveness of the Committees of the
Board; and
The effectiveness of the Board as a whole.
*
*
*
• To recommend to 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 significant 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.
•
•
•
During the year, the NRC had one meeting on 28 February
2011 with full attendance by all members.
Management Committees
Executive Committee (EXCO)
The terms of reference and objectives of the EXCO are
as follows:
1. Purpose
The main objective and purpose of the EXCO are:
2. Members
• Managing Director
• Executive Director
• Chief Education and Knowledge Management
(EduKATE)
• Chief Financial Officer
• Senior Group General Manager
– Chief Risk Officer
• Group General Manager
– Education and Corporate Social Responsibility
• Senior General Manager
– Group Human Capital
• Senior General Manager
– Group Hospital Operation
• Senior General Manager
– Business Transformation and Strategic Direction
• Senior General Manager
– Group Finance and Investor Relations
• Senior General Manager
– Group Marketing and Corporate Communications
• Senior General Manager
– Group Clinical and Quality
•
•
•
•
To review with the Managing Director/Chief
Executive Officer, 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.
•
•
•
Manages the Group in all aspects of business;
Implements strategic business plans and policies as
approved by the Board of Directors
Identifies, formulates and prioritizes strategic issues
and charts strategic directions for action by the
management and staff
ANNUAL REPORT 2011 60