124 FGV HOLDINGS BERHAD ABOUT FGV MANAGEMENT DISCUSSION & ANALYSIS VALUE CREATION How We Are Governed Board Leadership & Effectiveness SENIOR MANAGEMENT’S REMUNERATION The remuneration framework for all employees inclusive of the Senior Management is guided by the Group’s Compensation Policy (GC Policy). The NRC reviews Senior Management’s remuneration framework taking into consideration the best practices, views of industry experts, obtaining and analysing the available data, stakeholders and the market at large. The NRC also reviews the remuneration packages for the Senior Management as per the prevailing Group LOA and ensure the remuneration level is sufficient to attract, retain and motivate high calibre individuals with the required qualification, skills, talent and experience. The Senior Management’s remuneration structure consists of fixed and variable remunerations. Group Human Capital (GHC) was tasked to review and link the remuneration of the Senior Management especially performance-based remuneration to the individual’s performance and contribution to the Group and also benchmarked against the industry to ensure alignment and pay competitiveness. GHC presents proposals to NRC which includes annual salary increments, performance bonuses, promotions, salary adjustments, promotion adjustments, other benefits and benefits-in-kind. Chief Strategic Communication Officer. As such, the Company’s material sustainability risks and opportunities have been addressed accordingly during the FY2021 performance review of these Senior Management. Moving forward for FY2022, the KPI of all Senior Management will include an item related to material sustainability risks and opportunities. Previously, the Long Term Incentive Plan (LTIP) was part of Senior Management’s remuneration structure in the form of share grant scheme governed by LTIP By-Laws. The LTIP comprised of restricted share (RS) grant and performance share (PS) grant which were in force for a period of 10 years commencing from 3 February 2016. The RS granted on 1 June 2018 had a three-year vesting period and had fully vested or forfeited as at 31 December 2020. The LTIP was discontinued in January 2021. There were no outstanding grants pending vesting and there were no RS or PS granted in FY2021. All the remaining shares under the LTIP were treated as part of the Offer Shares under the Unconditional Mandatory Take-Over Offer by Federal Land Development Authority (FELDA). The GC Policy was last reviewed end 2019 and a summary of the Senior Management’s remuneration are disclosed in our website at www.fgvholdings.com. TOP FIVE SENIOR MANAGEMENT’S REMUNERATION FOR FY2021 Dato’ Haris Fadzilah Hassan GCEO (Resigned with effect from 15 May 2021) RM1,750,001 to RM1,800,000 Dato’ Mohd Hairul Abdul Hamid GCFO RM1,700,001 to RM1,750,000 Syed Mahdhar Syed Hussain Group Divisional Director of Plantation Sector (Ceased office with effect from 1 November 2021) RM1,550,001 to RM1,600,000 Azman Ahmad Group Divisional Director of Logistics & Others Sector RM1,100,001 to RM1,150,000 Syed Feizal Syed Mohammad GCEO of MSM Malaysia Holdings Berhad (Appointed with effect from 1 February 2021) RM1,050,001 to RM1,100,000 The remuneration includes salaries, bonuses, benefits-in-kind and other emoluments. Fixed Remuneration Basic salary Fixed Allowances and Other Benefits Performance Bonus Variable Remuneration Total Remuneration = + The Board of Directors is responsible for assessing the performance of the GCEO, Company Secretary and Chief Internal Auditor while the rest of the Senior Management’s performance is assessed by the GCEO. The Senior Management’s performance bonus is determined based on Group, Sector/Division/Company and individual performances. The relative weightage (%) of the business and individual performances has been determined based upon an employee’s position within the Company (line-of-sight), to directly impact and be held accountable for his or her achievements and the Company’s overall performance. For FY2021, the Senior Management that had Key Performance Indicators (KPI) related to sustainability and environment are GCEO, Head of Group Sustainability, Group Divisional Directors and Group
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