120 FGV HOLDINGS BERHAD ABOUT FGV MANAGEMENT DISCUSSION & ANALYSIS VALUE CREATION How We Are Governed Board Leadership & Effectiveness DIRECTORS’ REMUNERATION DIRECTORS’ REMUNERATION The Board Remunerations Policy sets out the processes and procedures in determining the remuneration for the Directors. The Board Remunerations Policy provides that the Board, via the NRC, shall conduct a high-level review and shall perform an in-depth benchmarking of the remuneration packages of the Board at least once in two years to ensure fairness and competitiveness relative to the market (based on market pos i t ioning, revenue, performance, total assets, profit after tax and market capitalisation of the comparator groups), to attract, retain and motivate the Board. The remuneration packages of the Board were last reviewed, benchmarked and approved by shareholders in 2019. In 2020, the shareholders approved the payment of Deputy Chairman’s monthly allowance and in FY2021, the shareholders approved the increase in meeting allowance via teleconferencing in view of the pandemic and also the meeting allowance for overseas meeting with flight time <= 8 hours. Dato’ Dzulkifli Abd Wahab had agreed to waive his fees and meeting allowances as Chairman of BSC. SUMMARY OF BOARD REMUNERATIONS POLICY The Non-Executive Directors’ remuneration package reflects the experience, expertise and level of responsibilities undertaken by the Non-Executive Directors. The Non-Executive Directors’ remuneration includes fees, benefits-in-kind and other benefits including meeting allowances. The Non-Executive Directors’ current fee structure is set out in the table below: BOARD/BOARD COMMITTEES FEES PER ANNUM Board RM300,000.00 (Chairman) RM120,000.00 (Non-Executive Directors) AC RM64,000.00 (Chairman) RM32,000.00 (Non-Executive Directors) NRC RM35,000.00 (Chairman) RM20,000.00 (Non-Executive Directors) BGRMC RM32,000.00 (Chairman) RM16,000.00 (Non-Executive Directors) IC RM32,000.00 (Chairman) RM16,000.00 (Non-Executive Directors) BSC* RM32,000.00 (Chairman) RM16,000.00 (Non-Executive Directors) BTC** RM32,000.00 (Chairman) RM16,000.00 (Non-Executive Directors) * BSC was established on 1 September 2021. BSC’s fees and meeting allowance will be presented to the shareholders for approval. ** BTC was disbanded on 20 April 2021. Partnership • Respect • Integrity • Dynamism • Enthusiasm (PRIDE) are the values embedded in the hearts of FGV employees.
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