Download PDF - ChartNexus

CORPORATE GOVERNANCE STATEMENT (cont’d)
2.2 Recruitment Process and Annual Assessment (cont'd)
The responsibilities of the NC include:-
• Formulating the nomination, selection and succession policies for members of the Board
• Making recommendations to the Board on new candidates for appointment and the reappointment/re-election
of Directors to the Board
• Reviewing the required mix of skills, experience and other qualities of the Board annually
• Reviewing and recommending to the Board the appointment of members of Board Committees established
by the Board annually
• Establishing a set of performance criteria to evaluate the performance of each member of the Board, and
reviewing the performance of the members of the Board
• Ensuring that relevant education programmes are provided for new members of the Board, and reviewing
the Directors’ continuing training programmes
The NC comprises two (2) Independent Non-Executive Directors.
2.3 Remuneration Policies and Procedures
The Directors are provided with appropriate directors’ fees subject to the approval of shareholders at the Annual
General Meeting (“AGM”) and a meeting allowance for meetings attended.
The Remuneration Committee (“RC”) is entrusted with the role of determining and recommending suitable
policies in respect of remuneration packages for Non-Executive Directors and Executive Directors of the Group to
ensure that rewards commensurate with their experience and individual performances. The RC consists of two (2)
Independent Non-Executive Directors and an Executive Director.
The Board as a whole determines the remuneration of Executive Directors based on experience and level
of responsibilities undertaken. Each individual Director shall abstain from discussion pertaining to his own
remuneration.
The Board is of the view that the disclosure of remuneration by appropriate components and bands are sufficient
to meet the objectives set out in the Listing Requirements of Bursa Securities.
The details of the remuneration of the Directors of the Company for services rendered to the Group for the financial
year ended 31 December 2012 are as follows:-
Executive
Directors
(RM)
Non-Executive
Directors
(RM)
Remuneration
- Fees for financial year ended 31 December 2011 - 72,000
- Salaries & Other Emoluments 731,000 21,000
The number of Directors whose remuneration falls under the following remuneration bands:
Number of Directors
Remuneration Bands Executive Non-Executive
Below RM50,000 1 3
RM700,000 – RM750,000 1 -
Gunung Capital Berhad (330171-P)
21
annual report | 2012