The primary objectives of this policy and procedures are:
(a) To provide the framework for the remuneration package for directors and senior management which is able to attract, engage and retain the right talent and to motivate them to drive the Company’s long-term goals and to ensure business sustainability and growth; and
(b) The remuneration principles in Industronics Berhad (“IB” or “the Company”) are designed to attract and retain in the Company’s management persons that possess relevant skills, industry knowledge and experience to oversee the Company’s achievement of its performance and strategy goals with emphasis on long-term shareholder value creation. The structure of the total remuneration should be aligned with the long-term value of IB, the business strategy, financial results as well as to the employee’s contribution.
(a) In accordance with the Terms of Reference of the Remuneration Committee (“RC”), remuneration matters fall under the purview of the Committee.
(b) RC is guided by the following policy and procedures in recommending to the Board the remuneration for directors and senior management.
- Policy on Remuneration
RC shall assist the Board to set up and implement the Remuneration Policy and Procedures by developing and administrating fair and transparent procedures relating to determining, reviewing, assessing and recommending remuneration packages for directors and senior management.
3.1 Non-Executive Directors (including Independent/Non-Independent Non-Executive Directors)
IB’s remuneration policy for Non-Executive Directors is to develop a remuneration structure that commensurate with the Non-Executive Directors responsibilities at both the Board and Board Committee level and is sufficient to attract, motivate and retain quality Non-Executive Directors. Fees payable to Non-Executive Directors shall be by a fixed sum, and not by a commission on or percentage of profits or turnover.
3.2 Executive Directors and Senior Management
IB’s policy for Executive Directors and Senior Management’s remuneration is to ensure that the level of remuneration is generally set to provide market competitiveness to attract, reward, retain and motivate Executives of the highest calibre to competently manage the Group.
(a) The framework of remuneration of Executive Directors and senior management covers the below components:
(i) Directors’ fees;
(iv) Benefits in kind; and
(v) Such other incentives as may be determined from time to time.
(b) Executive Directors shall abstain from discussion of his/her own remuneration.
- Procedures on determining remuneration of Directors and Senior Management
4.1 The Board together with RC shall:
- a) take into consideration factors such as qualifications, skills, competency and experience of the directors and senior management, the demands and complexities of the Company’s businesses, performance of the Company, market competitiveness and market benchmark in deciding the remuneration of directors and senior management. This is to ensure that remuneration commensurate with individual performance and contribution and also in line with the Company’s strategic goals;
- b) consider factors such as the directors’ contributions, effort and time spent, attendance at meetings and the frequency of meetings. The respective responsibilities of the directors including the board committees on which they serve and market practices in determining the remuneration of non-executive directors;
- c) link certain components of the remuneration to rewards with regard to corporate and individual performance based on key performance indicators set annually;
- d) review the remuneration levels for directors and senior management annually;
- e) consider specific adjustments and/or reward payment, if any, reflecting individual contributions and performance for the year which are competitive and consistent with the Company’s culture and strategic goals; and
- f) regularly review the remuneration procedures to ensure that it remains aligned with the Company’s business needs and corporate objectives and is appropriately positioned relative to the market.
4.2 The Board has the final authority and responsibility in implementing the Company’s remuneration policy and approval of remuneration packages for directors and senior management.
4.3 The fees of the Directors and any benefits payable to the Directors including any compensation for loss of employment of a Director or former Director of the Company and its subsidiaries shall be approved at the General Meeting.
4.4 Details of the individual Director’s fees are not disclosed in the Annual Report as the Board is of the view that the fees disclosures by band and analysis between Executive and Non-Executive Directors have fulfilled the accountability and transparency aspects of the Code.
4.5 The Board shall review the Remuneration Policy and Procedures to ensure its effectiveness from time to time.