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Statement on Corporate Governance
(Pursuant to Section 15.26 of the Bursa Malaysia Listing Requirements)
• 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.
b) Remuneration
• 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.
• 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.
During the year, the NRC had one meeting on 29 November
2012 with full attendance by all members.
Remuneration policies and procedures
The Board believes that the levels of remuneration offered by the Group are sufficient to attract Directors of calibre and with sufficient
experience and talents to contribute to the performance of the Group. The remuneration framework for Executive Director has an underlying
objective of attracting and retaining director needed to run the Company successfully. Remuneration packages of Executive Director are
structured to commensurate with corporate and individual’s performance. The Non-Executive Directors are remunerated based on fixed
annual fees approved by the shareholders of the Company.
The details on the remuneration of the directors are as follows:
Salary and
Allowances
Fees from
Benefit
others
and Fees
Subsidiary
in Kind
Total
Non Executive Director
Dato’ Kamaruzzaman Abu Kassim (a)
112,500
112,500
Ahamad Mohamad (a)
56,000
56,000
Rozan Mohd Sa’at (a)
59,100
59,100
Abd Razak Haron (a)
57,500
57,500
Non Executive Director/Corporate Advisor
Datin Paduka Siti Sa’diah Sheikh Bakir
1,023,300
84,100
90,000
70,600
1,268,000
Independent Non-Executive Directors
Zainah Mustafa
65,000
65,000
Datuk Azzat Kamaludin (b)
80,000
15,000
95,000
Datuk Dr Hussein Awang (c)
112,500
15,000
127,500
Dr Kok Chin Leong (d)
152,500
15,000
167,500
Dr Yoong Fook Ngian (e)
253,900
5,000
258,900
Executive/Managing Director
Amiruddin Abdul Satar
708,725
57,500
36,000
21,250
823,475
Total
1,732,025
1,090,600
176,000
91,850
3,090,475
(a)
Representatives of majority shareholders
(b)
Received allowances for appointment as Independent Director of subsidiary hospitals
(c)
Received allowances for professional advisory services as Medical Director of subsidiary company
(d)
Received allowances for professional advisory services on implementation of KPJ Clinical Information System (K-CIS)
(e)
Received allowances for professional advisory services as Medical Advisory Chairman
Annual Report
2012
KPJ Healthcare Berhad