2. Strengthened Composition
Establishment of a Nomination and Remuneration
Committee
The Board has established its own Nomination and
Remuneration Committee (“NRC”). With the re-
designation of a Non-Independent Non-Executive Director
as an Independent Non-Executive Director with effect
from 1 May 2015, the composition of the NRC complies
with the requirements of Paragraph 15.08A of the MMLR.
The terms of reference of the NRC are as follows:
I. Purpose
The NRC has been established primarily for the following
purposes:
a)
Nomination
• To identify and recommend candidates for Board
directorship;
• To recommend Directors to fill the seats on
Board Committees, taking into consideration the
diversity of these Committees;
• To evaluate the effectiveness of the Board and
Board Committees (including the size and
composition) and contributions of each individual
Director;
• To ensure an appropriate framework and plan
for Board succession; and
• To assess the performance quality of individual
directors and ensure training needs are
addressed.
b) Remuneration
• To provide assistance to the Board in
determining the remuneration of the President &
Managing Director as well as Senior
Management. In fulfilling these responsibilities,
the NRC is to ensure that the President &
Managing Director and applicable Senior
Management of the Company are:
– Fairly rewarded for their individual
contribution to overall performance;
– Compensated reasonably in light of the
Company’s achievements; and
– Compensated similar to other companies.
c)
Performance Setting & Assessment
• To establish the President & Managing Director’s
goals and objectives; and
• To review the President & Managing Director’s
performance against the goals and objectives set.
II. Membership
The NRC consists of the following members:
a)
Dato’ Kamaruzzaman Abu Kassim – Chairman/
Non-Independent Non-Executive Director
b) Zainah Mustafa – Independent Non-Executive
Director
c)
Datin Paduka Siti Sa’diah Sheikh Bakir –
Independent Non-Executive Director
d) Datuk Azzat Kamaludin – Independent Non-Executive
Director
The appointment of an NRC member terminates when the
member ceases to be a Director of the Company. The
NRC does not have executive powers. In the event of
equality of votes, the Chairman of the NRC shall have a
casting vote. In the absence of the Chairman of the NRC,
the members present shall elect one of their members to
chair the meeting.
The Board believes that the current composition of NRC
is capable to act collectively in the best overall interests
of shareholders with reference to nomination and
remuneration of Board members.
III. Meetings
The NRC meets at least once a year, with additional
meetings scheduled as and when necessary. The NRC
has established procedures to govern its meetings,
keeping of minutes and its administration.
The NRC has access to such information and advice, both
from within the Group and externally, as it deems
necessary or appropriate in accordance with the
procedures determined by the Board. The NRC may
request other Directors, members of management,
counsels and consultants to participate in NRC meetings
as necessary, to carry out the NRC’s responsibilities.
Non-NRC Directors and members of management in
attendance may be required by the Chairperson to leave
the meeting of the NRC when so requested.
154
KPJ Healthcare Berhad annual report
2014
Statement on
Corporate Governance
(Pursuant to Section 15.25 of the Bursa Malaysia Listing Requirements)
