Corporate Governance

Policy Framework on Remuneration of Directors

1. OBJECTIVES


The Policy Framework on Remuneration of Directors is designed with the aim to support MB World Group Berhad’s key strategies and create a strong performance-oriented environment, and be able to attract, motivate and retain talent. The Policy Framework on Remuneration of Directors shall adhere to the following key principles:-

  • total remuneration shall be set at levels that are competitive with the relevant market and industry.

  • Remuneration of Executive Directors (“EDs”) shall be performance-based.

  • incentive plans, performance measures and targets shall be aligned with shareholders’ interest in mind.

  • provide an appropriate level of transparency to ensure the policy underlying remuneration of  EDs and Non-Executive Directors (NEDs) remuneration is understood by investors.

  • ensure a level of equity and consistency.

2. REMUNERATION COMPONENTS

 

a. Fixed Remuneration for Executive Directors

The fixed salary is determined according to:-

  • The scope of the duty and responsibilities;

  • The conditions and experiences required;

  • The ethical values, internal balances and strategic targets of the Company;

  • The corporate and individual performance; and

  • Current market rate within the industry and in comparable companies.

b. Bonus

The bonus in the case of Executives Directors is designed to reward outstanding performance. The bonus is granted to reflect the Executive Directors’ 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.

c. Fixed Fee for Members of Board of Directors

The fixed fee is determined according to:-

  • On par with the rest of the market;

  • Reflect the qualifications and contribution required in view of the Group’s complexity;

  • The extent of the duty and responsibilities; and

  • The number of Board meetings​
 

d. Other Benefits and Allowances

The benefits and allowances which should be decided by the Board as a whole upon the recommendation of the Remuneration Committee include:-

  • Chairman’s allowance including chairmanship and membership of Board Committees;

  • Meeting allowance;

  • Expenses incurred in the course of their duties as Directors; and

  • Benefit in kind such as company car and such other benefits deemed appropriate and in line with industry standards.

3. MONITORING AND REPORTING


On an annual basis, the Nomination and Remuneration Committee (NRC) shall discuss and agree on all measurable objectives for offering fair remuneration packages for EDs and NEDs and recommend them to the Board for adoption.
 
The Board is free to seek to improve one or more aspects of the remuneration packages and measure progress accordingly. On this, the Board may seek professional advice from outside sources to assist the Board in formulating an attractive compensation and benefits package that aims to attract, retain and motivate talents.
 
Disclosure of Directors’ remuneration shall be made in the corporate governance report / corporate governance overview statement in the Company’s Annual Report. Such report/statement shall include details of the Directors’ remuneration in accordance with the Listing Requirements of Bursa Malaysia Securities Berhad.
 
The NRC has the following responsibilities with regards to remuneration of the Directors of MB World Group of Companies: -

  1. Review and recommend to the Board the remuneration of the Executive Director (ED) in all its forms including the review and recommendation of this policy framework and terms of employment of the ED

  2. Review and recommend to the Board the annual bonus and salary increment of the ED;

  3. Review and recommend this policy framework for the remuneration of the Non-Executive Directors of the Group.

  4. Review and recommend to the Board on the remuneration package of company car 

Review

 
The NRC shall undertake annual review on the appropriateness of this policy framework and guidelines on remuneration of directors and if deem fit, recommend to the Board for approval and adoption.
 
This Policy Framework on Remuneration of Directors was approved and adopted/last reviewed by the Board of Directors on 28 March 2018.
 
The Policy was last reviewed on 26 February 2019.