Remuneration

REMUNERATION GUIDELINES 

 

A.      The objective of this Policy is to assist Quality Concrete Holdings Berhad (“QC”) in attracting, retaining and motivating its directors. The remuneration shall be based on conditions that are market competitive and at the same time aligned with shareholders’ interests. 

B.      QC’s remuneration policy is approved by the Board of Directors, on the recommendation by the Nomination & Remuneration Committee (“NRC”). On a yearly basis, the NRC recommends to the Board  the  remuneration  packages  of  Executive  and  Non-Executive  Directors  and  it  is  the responsibility of the Board as a whole to approve the remuneration packages, except that Director’s Fees shall be approved by the shareholders at annual general meeting. 

C.         No Director shall participate or vote on the deliberations and decisions concerning his or her own remuneration. 

 

REMUNERATION POLICY 

The responsibilities for developing the remuneration policy and determining the remuneration of Directors lie with the NRC comprising non-executive directors and majority must be independent directors. Nevertheless, it is the ultimate responsibility of the Board to approve the remuneration of these Directors.  

The Directors are offered an appropriate level of remuneration which reflects the level of risks, responsibilities, experiences as well as the performance of the Company undertaken by the individual Director concerned.  

 

The Board may seek professional advice to assist the Board in formulating an attractive compensation and benefits package that aims to
attract, retain and motivate talents. 

 

REMUNERATION PROCEDURES 

1.         Executive Directors 

 

The remuneration levels of Group Managing Director, Group Executive Director and Executive Director are structured to enable the Company to attract and retain highly qualified executive board members.  

 

The remuneration packages and benefits accorded to the Group Managing Director, Group Executive Director and Executive Director are based on their scope of duties and responsibilities, individual performance, contribution and commitment devoted to the Company as well as the financial performance of the Group.  

 

The NRC of the Company is assigned to carry out its annual review on Executive Directors’ remuneration packages and benefits.  

2.         Non-Executive Directors 

The remuneration of Non-Executive Directors consists of directors’ fees and meeting allowances. The level of remuneration for the Non-Executive Directors must reflect the experiences, level of responsibilities and time commitment undertaken by the Non-Executive Directors concerned.  

Remuneration for the services of Non-Executive Directors shall be aligned with market terms, taking into consideration remuneration paid to directors of other similar companies, whether in size and/or industry, the individual’s performance and responsibility, market competitiveness as well as QC’s overall performance. The remuneration of Non-Executive Directors shall not be based on commission, percentage of profits or turnover.  

 

The determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman is a matter for the Board as a whole.  

 

The determination of Directors’ fee shall be a matter for the Board as a whole subject to shareholders’ approval at the annual general meeting. 

 

3.         Senior Management 

The NRC reviews and approve Senior Management’s remuneration package as recommended by Group Managing Director and/or Group Executive Director. For all intents and purpose, Senior  Management refers to Group Chief Financial Officer, Senior General Managers, General Managers  and Assistant General Managers. 

 

The remuneration of the Senior Management is made up of basic salaries, annual bonus and etc. and are set according to:– 

•     the nature of job; 

•     the level ofskills, experience and scope of responsibilities of individual; 

•     the individual’s overall contribution to Company’sstrategy and operation; and 

•     market and industry’s rate. 

 

Remuneration of the Senior Management shall be structured to link rewards to corporate and individual performance and shall take into consideration the individual’s performance and responsibility, market competitiveness as well as QC’s overall performance. 

 

REMUNERATION APPROVAL PROCESS  

Senior Management (with the exception of Group Chief Financial Officer) who report to the Group Managing Director and/or Group Executive Director are evaluated annually by the Group Managing Director and/or Group Executive Director.  Thereafter, the Group Managing Director and/or Group Executive Director recommend the remuneration levels of Senior Management (with the exception of Group Chief Financial Officer) to the NRC for approval.  

The Group Chief Financial Officer’s remuneration package is evaluated and reviewed by the NRC annually.  

The NRC operates under the delegation of the Board to provide an oversight of the Company’s remuneration and compensation plans on behalf of the Board. 

 

REVIEW OF POLICY

The Remuneration Policy is subject to periodical review by the Board and will be amended as appropriate to reflect the current best practices. 

 

 

 

Revised March 2021