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Eksons Corporation Berhad.

Remuneration Policy For Directors and Senior Management

A.

INTRODUCTION

   

1.

This Policy to establish a formal and transparent procedure for developing the Group's policy and structure for the remuneration of all Directors and senior management, such that the remuneration packages offered by the Group can be competitive, adequate and in line with current market practices to attract, retain, motivate and reward our Directors and senior management, thereby having sufficient, experienced and competent manpower on board to achieve the Company's corporate goals and objectives. With this Policy, the Company endeavours to assure internal and external equity and long-term value creation for our shareholders.

   

B.

PROCEDURE FOR DEVELOPING REMUNERATION POLICY

   

2.

This Policy is developed by the management and adopted by the Board based on the recommendation of the Remuneration Committee.

   

C.

APPLICABILITY OF THIS POLICY

   

3.

The personnel to which this Policy applies are:

3.1

Executive Directors and Non-Executive Directors; and

3.2

Senior Management

 


D.

REMUNERATION STRUCTURE

   

4.

The remuneration package comprises fixed and variable components, ensuring an appropriate and balanced remuneration package that links shareholders' interests with those of employees and Directors:

4.1

Fixed Components

(a) Base Salary or Director's Fee: Base Salary or Director's Fee is determined on the basis of the expectation of senior management or Directors, job nature of the position, including responsibility, complexity, the remuneration packages offered by companies comparable to the Group and other market conditions.

4.2

Variable Components for executive Directors and senior management, if applicable

  (a) Performance-based remuneration: includes performance bonus which is awarded on a discretionary basis to motivate and reward high performers. Its exact amount is decided by reference to the Group's performance as well as the individual performance of the Director or member of the senior management involved; and
  (b) Long-term incentive scheme: long-term incentives which serves as a long-term incentive to motivate, recognize, reward and retain key and high performers.
     

4.3

Other Benefits for Executive Directors and senior management, if applicable

  (i) Provident fund: apart from the contribution made under the Employees Provident Fund (EPF) Scheme, voluntary contribution from the Company may be made (if the employee himself also agrees to make such voluntary contribution) as a kind of longterm benefits; and
  (ii) Fringe benefits: include medical insurance, car and petrol allowances
     

4.4

Non-Executive Directors

  (i) Non-Executive Directors receive a fixed Director's fee, sitting allowance for committees they are in and the Audit Committee fee if they are they Audit Committee members. Their remuneration are reviewed annually with reference to companies of comparable business and scale by the Remuneration Committee and approved by the Board.
  (ii) The Non-Executive Director in the position of Chairman of the Company will receive higher remuneration then the rest of the Non-Executive Directors.
  (iii) The Chairman of the Audit Committee shall receive a higher fee than the rest of the committee.
     

E.

BENCHMARKING AND ANNUAL REVIEW

   

5.

Benchmarking and Remuneration Report

5.1

The Company endeavours to obtain up-to-date information of the prevailing pay pattern and situations in the market. The Company participates in total rewards survey exercises organized by different research organizations or employment agencies and remuneration data obtained from them can be used to compile a Remuneration Report. The remuneration packages of companies which are comparable to the Company will be used as a benchmark for the Group to ensure that the remuneration packages offered to Directors and senior management remain appropriate and competitive.

   

6.

Annual Remuneration Review

6.1

The Group should conduct a review of the remuneration annually. Using the benchmarking information prepared by management in the Remuneration Report, the Remuneration Committee can then consider and make informed decisions or make recommendations to the Board on the remuneration packages of individual Directors and senior management.

   

F.

CONFIDENTIALITY

   

7.

It is the Company's policy that remuneration information is strictly confidential and restricted only to authorized personnel of the Company.

   

G.

REVIEW OF THIS POLICY

   

8.

The Company through the Remuneration Committee should review or, if necessary, further develop this Policy from time to time to ensure that it is in line with current market practices and requirements of the Malaysian Corporate Governance Code. Any amendment to this Policy must be submitted to the Board for approval.