Directors Training (cont’d)
Date Seminar/Workshop Conducted by Attended by 29 Nov 2021 AOB conversation with Securities Commission / Bursa Chew Khat
Audit Committees Malaysia / Audit Khiam Albert
Oversight Board & Wun Mow Sang 6 - 8 Dec 2021 Mandatory Accreditation Program Asia School of Business Wun Mow Sang
for Directors of ICLIF Executive Education
Public Listed Companies Centre
19 Jan 2022 10th ACCA Asia Pacific ACCA Wun Mow Sang
Thought Leadership Forum
20 Jan 2022 EY Asean Finance EY Wun Mow Sang
Executive Forum
23 Feb 2022 Managing Corporate Challenges CA ANZ / EY Singapore Chew Khat
In Reporting & Tax In Khiam Albert
This Covid Pandemic World
23 Mar 2022 Training On The Malaysian Code Boardroom Corporate All Directors of Corporate Governance 2021 Services Sdn. Bhd.
(MCCG 2021”)
19 Apr 2022 Post Covid-19 Business Recovery CA ANZ / EY Singapore Chew Khat
Khiam Albert
10 May 2022 International Sustainability CA ANZ / EY Singapore Chew Khat
Standards Board Consultation Khiam Albert
31 May 2022 IFRS Sustainability Standards ACCA Wun Mow Sang
15 Jun 2022 Environment Social & Singapore Institute of Directors Chew Khat
Governance ESG Essentials Khiam Albert
22 Jun 2022 Assessing Your Organisational ICLIF Executive Education Chew Khat
Culture Centre Khiam Albert
The directors received regular briefings from external auditors on updates in financial reporting and new accounting standards.
III. REMUNERATION
Remuneration Policy (cont’d)
Non-Executive Directors are paid fixed annual director fees as members of the Board and Board Committees. The RC recommends the directors’ fees payable to the Board and are deliberated at the Board before being presented at the AGM for shareholders’ approval. The amount of remuneration for each Non-Executive Director varies with the level of responsibilities undertaken by the individual.
In addition to fixed annual director fees, Non-Executive Directors are paid a meeting attendance allowance. In recognition of the additional time and commitment required, the Chairman of the respective Board Committees also receives an annual fixed fee for their chairmanship of the respective Board Committees. Individual directors are not permitted to participate in the discussion and decision of their own remuneration.
Remuneration Committee Composition
The RC established by the Board comprises exclusively of three (3) Independent Non-Executive Directors. One (1) RC meeting was held during the financial year ended 30 June 2022, and the details of the RC members meeting attendance during the financial year ended 30 June 2022 are as follows: -
Number of Meetings
Name / Directorship Held During Tenure in Office Attended
Tay Beng Chai 1 1
Chairman / Independent Non-Executive Director
Chew Khat Khiam Albert 1 1
Member / Independent Non-Executive Chairman
Wun Mow Sang 1 1
Member / Independent Non-Executive Director
The Terms of Reference for the RC is available on the Company’s website.
For the financial year, the RC: -
• Reviewed and recommended the performance related pay schemes for Executive Directors.
• Reviewed and recommended the Directors’ fees and other benefits payable to the Non-Executive Directors to the shareholders for approval at the forthcoming AGM in accordance with Section 230(1) of the Companies Act 2016.
Directors’ Remuneration
The Board is of the view that the transparency and accountability aspects of corporate governance as applicable to directors’ remuneration are appropriately served by the band disclosure made.
Details of the remuneration of the directors for the financial year are as follows: -
Directors’ Remuneration Salaries, Bonuses Fees Other Total
(RM ‘000) and Allowances Benefits
Company
Lee Chung-Shih Justin 420 - - 420
Cheong Mun Hong 126 - 10 136
Mugana Kerisnan A/L Karpiah 167 - - 167
Chew Khat Khiam Albert - 135 - 135
Tay Beng Chai - 117 - 117
Wun Mow Sang - 125 - 125
Directors’ Remuneration Salaries, Bonuses Fees Other Total
(RM ‘000) and Allowances Benefits
Group
Lee Chung-Shih Justin 1,140 - - 1,140
Cheong Mun Hong 306 - 13 319
Mugana Kerisnan A/L Karpiah 569 - - 569
Chew Khat Khiam Albert - 374 - 374
Tay Beng Chai - 325 - 325
Wun Mow Sang - 347 - 347
The remuneration breakdown of individual directors of the Company includes fees, salaries, bonuses, and allowances.
The fees paid to all directors were approved in advance by the shareholders at the AGM held on 2 December 2021.
Details of the directors’ remuneration are set out in Note 7 to the financial statements by applicable bands of RM50,000 which complies with the disclosure requirements under the Bursa Malaysia’s Listing Requirements.
COVID-19 Pandemic Risk
Strict health and safety protocols in line with regulatory guidelines were put in place to reduce the risk of COVID-19 in our operations. The health and safety of our employees and stakeholders are of the highest priority.
While uncertainties and risk associated with COVID-19 remain, we will continue to enhance our business continuity plans and safety measures. More details are available under the Sustainability Statement.
PRINCIPLE B – EFFECTIVE AUDIT AND RISK MANAGEMENT I. AUDIT COMMITTEE
Audit Committee Composition
The AC established by the Board comprises exclusively of three (3) Independent Non-Executive Directors. Six (6) AC meetings were held during the financial year ended 30 June 2022. Details of AC members meeting attendance during the financial year ended 30 June 2022 are as follows: -
Number of Meetings
Name / Directorship Held During Tenure in Office Attended
Wun Mow Sang 6 6
Chairman / Independent Non-Executive Director
Chew Khat Khiam Albert 6 6
Member / Independent Non-Executive Chairman
Tay Beng Chai 6 6
Member / Independent Non-Executive Director
The Chairman of the AC is not the Chairman of the Board. The members of the AC are financially literate with at least one member being a member of the Malaysia Institute of Accountants. The AC members collectively process a mix of skills, knowledge and experience to discharge their duties and responsibilities to oversee the financial reporting process, internal controls, risk management and governance effectively and independently.
The AC assists the Board in fulfilling its statutory and fiduciary responsibilities of overseeing, monitoring and assessing the reliability of the Company’s financial management, accounting process, financial reporting practices and system controls. Additionally, the AC is responsible for assessing the independence of both external and internal audit function providing direction and oversight functions on behalf of the Board. The details of the AC activities in the financial year ended 30 June 2022 are set out in the AC Report.
Under the AC’s Terms of Reference, a former key audit partner is to observe a cooling-off period of at least three (3) years before being appointed as a member of the AC.
The Terms of Reference for the AC is available on the Company’s website.
Compliance with Applicable Financial Reporting Standards
The Board is assisted by the AC in overseeing the financial reporting processes and ensuring the quality of its financial reporting. The Board strives to provide shareholders with a balanced and meaningful evaluation of the Company’s financial performance, financial position, and prospects through the annual audited financial statement, interim financial reports, annual report and announcements to Bursa Malaysia.
External Auditors
The AC maintains a transparent relationship with the external auditors. Under the AC’s Terms of Reference, the AC is to review the suitability, objectivity, and independence of the external auditors annually.
The Board strives to establish a transparent and professional relationship with the external auditors with the assistance of the AC. Participation of the Executive Directors and/or Senior Management in the AC meeting is strictly by invitation only, so the external auditors can highlight any issues or concerns on the Company’s operations and management practices.
The AC obtains written assurance from the external auditors confirming they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.
Upon completion of the assessment and if found suitable by the AC, the external auditors would then be recommended to the Board for their re-appointment, and thereafter for tabling to the shareholders of the Company for approval at the AGM.
II. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK