This policy sets out the criteria to be used in recommending the remuneration package of Directors, Chief Executive Officer (“CEO”) and senior management of PMB Technology Berhad (“PMBT” or the “Company”) and is in line with the best practice provisions of the Malaysian Code on Corporate Governance 2017.
2.1 This policy is designed to:
2.1.1. Determine the level of remuneration package of Directors, CEO and senior management whereas, the remuneration of Non-Executive Directors also operate as the same basis, except it requires shareholders' approval;
2.1.2. Attract, develop and retain high performing and motivated Directors, CEO and senior management with a competitive remuneration package;
2.1.3. Provide a remuneration such that the Directors, CEO and senior management are paid a remuneration commensurate with the responsibilities of their position; reflecting their contributions for the year and which are competitive and consistent with its culture and strategy;
2.1.4. Encourage of value creation for the Company and its stakeholders.
2.1.5. To ensure the level of remuneration of Non-Executive Directors are linked to their level of responsibilities undertaken and contributions to the Board; and
2.1.6 The Remuneration Committee ("RC") is empowered to make qualitative and quantitative assessment of performance in reaching its recommendations. The RC is also empowered to provide appropriate disclosure of their assessment, if required, so that shareholders can understand the basis of its recommendation.
3. Remuneration Components
3.1 Fixed Remuneration for CEO, Executive Directors and senior management
3.1.1 The fixed salary is determined according to:
Executive Directors are entitled to receive those benefits available to the Company. The said benefits include group insurance coverage, medical benefits, motor vehicle related benefits and annual leave. Executive Directors may receive other benefits that are considered to be appropriate in terms of the individual’s role, for example annual leave passage and security services
The bonus in the case of CEO, Executives Directors and senior management is designed to reward outstanding performance. The bonus is granted to reflect the CEO, Executives Directors' and senior management's performance as well as Group results. A discretionary assessment is made to ensure that all factors which include measurable and not directly measurable are considered.
3.3 Fixed Fee for Non-Executive of Directors
3.3.1. The fixed fee is determined according to:
3.4 Other Benefits and Allowances
The benefits and allowances which should be decided by the Board as a whole include:
3.4.1. Chairman's allowance;
3.4.2. Meeting allowance;
3.4.3. Expenses incurred in the course of their duties as Directors; and
3.4.4. Benefit in kind such as motor vehicle, petrol, driver, medical benefits, use of mobile phone and accommodation.
4. Remuneration Procedures
4.1 The RC reviews and approves the annual salaries, incentive arrangements, service arrangements and other employment conditions for the Executive Directors and senior management.
4.2 Senior Management who report to the CEO are evaluated annually, based on annual measurements and targets set. Thereafter, the CEO recommend the remuneration of Senior Management to the RC for consideration and subsequent recommendation to the Board for approval.
4.3 The determination of the remuneration for Non-Executive Directors is a matter for the Board as a whole. The Executive Directors are not present when matters affecting their own remuneration arrangements are considered.
4.4 The policy of the RC is in line with the Group’s overall practice on compensation and benefits, which is to reward employees competitively, taking into account performance, market comparisons and competitive pressures in the industry. Whilst not seeking to maintain a strict market position, it takes into account comparable roles in similar organisations.
5. Periodic Review and Disclosure
5.1 The RC should review periodically on the criteria to be used in recommending the remuneration packages of the Directors and Senior Management. The RC should promptly communicate the new changes or amendments of the criteria to the Board and individual Directors.
5.2 The Board should disclose this policy in the annual report.
This Policy is reviewed and approved by the Board of Directors on 24 February 2020