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