KPJ Healthcare Berhad - Annual Report 2018

OUR BUSINESS & STRATEGY OUR PERFORMANCE AND OUTLOOK OUR RESULTS OUR GOVERNANCE APPENDICES ABOUT THIS REPORT 153 KPJ HEALTHCARE BERHAD www.kpjhealth.com.my NOTICE OF ANNUAL GENERAL MEETING c. Other Benefits DESCRIPTION CHAIRMAN NED Other benefits (no change) Medical benefits Medical benefits and company car for 1 NED The above recommendation by the NRC is for the Company to do a calibration to align its directors’ remuneration to that of the prevailing competition by increasing its annual remuneration to the normalised annual remuneration of similar representative healthcare provider across all Public Listed Companies on Bursa Malaysia Securities Berhad. The Board is of the view that it is just and equitable for the NED to be paid the Directors’ Remuneration on a monthly/quarterly basis and/or as and when incurred particularly after they have discharged their responsibilities and rendered their services to the Company throughout the Relevant Period. In the event that the Directors’ Remuneration (excluding Proposed Directors’ Fees) proposed is insufficient (e.g. due to more meetings or enlarged Board size), approval of the shareholders of the Company will be sought at the next AGM for the additional remuneration to meet the shortfall. The estimated amount of RM951,188 for the Relevant Period is derived from a total of RM749,150 for FY2019 and a total of RM202,038 for the period from 1 January 2020 until the next AGM in 2020. Details of the estimated Directors’ Remuneration for NEDs for the Relevant Period are as below:- (a) Directors’ Fees 2019 2018 Non-Executive Chairman RM220,000 per annum RM150,000 per annum NED RM120,000 per annum RM75,000 per annum NOTE: The payment of the Directors’ fees for nominee directors representing Johor Corporation will be paid to Johor Corporation as Corporate Fee. (b) Directors’ Remuneration (excluding Directors’ fees) (1) Other Benefits DESCRIPTION CHAIRMAN NED Other benefits Medical benefits Medical benefits and company car for 1 NED (2) Committee Fees COMMITTEE FEES CHAIRMAN NED Audit Committee RM35,000 per annum RM25,000 per annum Medical Advisory Committee -* RM15,000 per annum Nomination and Remuneration Committee Nil Nil Building and Tender Board Committee RM20,000 per annum RM15,000 per annum Risk and Sustainability Committee RM20,000 per annum RM15,000 per annum ALLOWANCE FOR PROFESSIONAL ADVISORY SERVICES NED *Monthly Allowance as Chairman of Medical Advisory Committee RM18,000 NOTE: i. The payment of the annual fees for nominee directors representing Johor Corporation will be paid to Johor Corporation as Corporate Fee. ii. The payment of the Committees’ annual fees are extended to all Directors in the Committees except for the Managing Director and Executive Directors of the Company. iii. The payment of Committee annual fees is not applicable to Nomination and Remuneration Committee and ESOS Committee.