Page 245 - MSM_AR2020

SUSTAINABILITY EFFECTIVE CORPORATE FINANCIAL ADDITIONAL DETAILS OF THE ANNUAL
REPORT LEADERSHIP GOVERNANCE STATEMENTS INFORMATION GENERAL MEETING

3.3 The proposed Resolution 1, if passed, will allow the Company to pay the Board Committees’ fees of RM178,002
from 1 January 2020 until the conclusion of this AGM to the Non-Executive Directors in accordance with the existing
Directors’ Remuneration Policy as below:

Financial year ended Period from 1 January 2021 to
31 December 2020 the conclusion of the 10 AGM
th
BOARD COMMITTEES’ FEES (RM) (RM)
Board Committees’ fees
- Payable 113,372 64,630

3.4 Please refer to page 180 of the Notes to the Financial Statements in the Annual Report 2020 for the amount of Directors’
fees (Board and Board Committees fees) at the Company and Group levels. The detailed amount of the Directors’ fees 243
is set out in the Corporate Governance Overview Statement on page 75 of the Annual Report 2020.
Explanatory Note 4:
Resolution 2 : Payment of Directors’ fees for the Non-Executive Directors from the conclusion of the 10 AGM until
th
the conclusion of the next AGM of MSM to be held in 2022
4.1 Having considered the positioning of the Board’s remuneration over the past four (4) years from 2017 to 2020,
the Board at its meeting held in March 2021 approved the NRC’s recommendation for the proposed revision to the
Non-Executive Directors’ fees effective from 17 June 2021 until the conclusion of the next AGM of MSM to be held in
2022 (“Relevant Period”) as set out in the right column of the table below:

2017 to 2020 Proposed for Relevant Period MSM MALAYSIA HOLDINGS BERHAD Annual Report 2020
(4 years) (Approval sought at 10 AGM)
th
NON-EXECUTIVE DIRECTORS’ (NED) ANNUAL (RM) (RM)
FEES Chairman Member Chairman Member
Board of Directors 315,000 120,000 No change No change
Board Committees’ fees
- Audit Committee 24,000 12,000 - -
- Audit, Governance and Risk Committee 24,000 12,000 64,000 32,000
- Nomination and Remuneration Committee 10,000 8,000 35,000 20,000
- Investment and Tender Committee 10,000 8,000 32,000 16,000
4.2 The proposed Ordinary Resolution 2, if passed, will allow the Company to pay the Board and Board Committee’s fees
on monthly basis to the Non-Executive Chairman and to each Non-Executive Directors for the Relevant Period based on
the proposed revised remuneration structure above.

Explanatory Note 5:
Resolution 3 : Payment of benefits payable to the Non-Executive Directors from the conclusion of the 10 AGM until
th
the conclusion of the next AGM of MSM to be held in 2022
5.1 Based on the Non-Executive Directors’ Remuneration Review conducted by KPMG MRC, the proposed revisions to the
Directors’ benefits are summarised in the table below:

DESCRIPTION CHAIRMAN NEDS
Meeting Allowance (per meeting) Current Proposed Current Proposed
Board RM2,000 RM2,000
Audit, Governance and Risk Committee RM2,000 RM2,000
No Change No Change
Nomination and Remuneration Committee RM2,000 RM2,000
Investment and Tender Committee RM2,000 RM2,000