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STATEMENT ON CORPORATE GOVERNANCE (CoNT’D) SECTION 2: DIRECTORS’ REmuNERATION Masterskill Education Group Berhad / Annual Report 2012 29 The Company’s remuneration policy for Directors is formulated to attract and retain individuals of the necessary calibre relevant to the achievement of the Company’s strategic achievements. The remuneration is structured to link experience, expertise and level of responsibility undertakings by the Directors. The Remuneration Committee is entrusted with the responsibilities to make recommendations to the Board the remuneration package for the Executive Director and the annual review of the overall remuneration policy for the Directors in the Group. Directors’ remuneration will be decided by the Board as a whole with the Director concerned abstaining from deliberation and voting on decisions in respect of his individual remuneration. Directors’ fees payable to Non-Executive Directors is proposed by the Board and is subject to shareholders’ approval at the annual general meeting. The details of the remuneration of Directors of the Company during the financial year ended 31 December 2012 are as follows: Aggregate Remuneration categorized into appropriate components: Fees (Rm’000) Salaries and Allowances, inclusive of EpF contributions (Rm’000) Bonus (Rm’000) Benefits-in-kind (Rm’000) Total (Rm’000) Executive Director – 3,865 1,575 32 5,472 Non-Executive Directors 203 185 – – 388 Total 203 4,050 1,575 32 5,860 Note: The fees are recommended by the Board of Directors for approval of the shareholders at the Annual General Meeting. Remuneration Bands Range of Remuneration Executive Director Non-Executive Directors Total Below RM50,000 – 4 4 RM50,001 – RM100,000 – – – RM100,001 – RM150,000 – 1 1 RM150,001 – RM200,000 – 1 1 RM200,001 – RM5,450,000 – – – RM5,450,000 – RM5,500,000 1 – 1 Total 1 6 7 For security and confidential reasons, the details of individual Directors’ remuneration are not shown. The Board is of the opinion that the transparency and accountability aspects of corporate governance as applicable to Directors’ remuneration are appropriately served by the disclosure made above.
Masterskill Education Group Berhad / Annual Report 2012 30 STATEMENT ON CORPORATE GOVERNANCE (CoNT’D) SECTION 3: SHAREHOlDERS DIAlOGuE WITH INvESTORS Recognizing the importance of timely dissemination of information to shareholders and other stakeholders, the Board is committed to ensure that the shareholders and other stakeholders are well informed of all important issues and major developments of the Company and the information is communicated to them in the following manner: • Issuance of Annual Report; • Various disclosures and announcements made to Bursa Malaysia including the Quarterly Reports and Annual Audited Financial Statements; • Shareholders may obtain the Company’s latest announcements via the Bursa Malaysia’s website at www.bursamalaysia.com; • Reports, announcements, presentations also available for download at the Group’s investors’ relation website at www.megb.com.my; A Shareholders’ Communication Policy is available on the Company’s website at www.megb.com.my THE ANNuAl GENERAl mEETING (“AGm”) Notice of AGM which is contained in the Annual Report is sent out at least twenty one (21) days prior to the date of the AGM. There will be commentary by the Chairman at the AGM regarding the Company’s performance for each financial year and a brief review on current business conditions. At each AGM, a platform is available for shareholders to participate in the question and answer session. Extraordinary General Meetings are held when required. SECTION 4: ACCOuNTABIlITy AND AuDIT FINANCIAl REpORTING The Board is responsible to ensure that the quarterly results, annual audited financial statements are prepared are drawn up in accordance with the provisions of the Companies Act, 1965 (“the Act”), MMLR and Applicable Accounting Standards in Malaysia. In presenting the annual audited financial statements, the Company has used appropriate accounting policies, consistencies applied and supported by reasonable judgments and estimates. The quarterly results were reviewed by the Audit Committee and approved by the Board of Directors before being released to the Bursa Malaysia. By presenting the quarterly results and annual audited financial statements, the Company is mindful of the necessity to present a balanced assessment of the Group’s financial position. The details of the Company and the Group’s annual audited financial statements for the financial year ended 31 December 2012 can be found on pages 56 to 111 of the Annual Report. INTERNAl CONTROl The Board acknowledges its responsibility for maintaining a sound system of internal control to safeguard shareholders’ investments, the Company’s assets, and the need to review the adequacy and integrity of those systems regularly. Information on the Group’s risk management and internal control is presented in the Statement on Risk Management and Internal Control on page 35 to 36. The Company also has in place a Whistle Blowing Policy to provide an avenue for employees to report any breach or suspected breach of any law or regulation, including business principles and the Company’s policies and guidelines in a safe and confidential manner. A designated person is handling the matter and report directly to the Audit Committee of the Company.
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