2018 UEM Edgenta Annual Report

Among the key activities undertaken by the NRC during the financial year under review were as follows:- Board Composition and Succession Planning • Reviewed the mix of Directors to ensure high standard of Board performance and succession for both Executive and Non-Executive Directors in the event of any deficiency. • Reviewed the composition of the Board and Board Committees of UEM Edgenta Berhad. • Reviewed the Board Composition for the subsidiaries/associate companies of UEM Edgenta Berhad. • Examined the structure, size and composition of the Board with a view to determine the number of Directors on the Board in relation to its effectiveness and ensure that at every annual general meeting, one-third (1/3) of the Directors for the time being shall retire from office. • Recommended the re-election/re-appointment of Directors under the retirement by rotation provisions of the Constitution of the Company and the Companies Act 2016. Recruitment and Appointment of Directors • Assessed and recommended to the Board the candidacy of directors, appointment of directors to Board committees, and reviewed Board’s succession plans and training programmes for the Board. • Reviewed the required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board. Remuneration of Directors • Reviewed and recommended to the Board the remuneration of Executive Directors and Non-Executive Directors in all its forms and to review the Group’s remuneration policies and procedures which should be disclosed in the Annual Report. Board Effectiveness Evaluation • Assessed the Directors annually, the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director including his/her time commitment to effectively discharge his/her role as a director, character, experience and integrity. All assessments and evaluations carried out by the NRC in the discharge of all its functions were properly documented. Recruitment/Appointment and Succession Planning of Senior Management • Reviewed the character, experience, integrity, competence and time commitment to effectively discharge the roles of Managing Director/Chief Executive Officer and Chief Financial Officer. • Reviewed and recommended the extension of contract for Senior Management. • Conducted mid-year review on the performance of the Managing Director/Chief Executive Officer. • Reviewed and recommended the appointment of Senior Management. • Reviewed senior management’s succession plans and to ensure there are programmes in place to provide for the orderly succession of senior management. Remuneration for UEM Edgenta Group • Reviewed and recommended the 2017 Performance Bonus of the Managing Director/Chief Executive Officer and Senior Management. • Reviewed and recommended the proposed payout of Long Term Investment Plan 4 to Senior Management. • Reviewed and recommended the proposed annual increment, market adjustment and promotion increment. • Reviewed and recommended the proposed 2018 Corporate Scorecard and Managing Director/Chief Executive Officer’s Scorecard. Governance/Policy • Reviewed and recommended the enhancement of current employee benefits and the introduction of new employee benefits. • Reviewed and recommended the Policy on Annual Training Budget for Non-Executive Directors. • Reviewed and recommended the Subsistence Allowance for Non-Executive Directors on Business Travel. • Reviewed and recommended the revision to the Terms of Reference of the NRC to be in line with the Malaysian Code on Corporate Governance 2017, Main Market Listing Requirements and Companies Act 2016. • Reviewed and recommended the Healthcare Performance Incentive Scheme. • Reviewed the Employee Engagement Action Plan. CORPORATE GOVERNANCE OVERVIEW STATEMENT Management Discussion & Analysis UEM Edgenta Berhad Annual Report 2018 About UEM Edgenta Chairman’s Statement 110