This Remuneration Policy and Procedures is the guiding document for the Board of Directors (“Board”) and the Remuneration Committee of Acme Holdings Berhad (“ACME” or the “Company”) to carry out the necessary practices in relation to structuring, assessing and overseeing the remuneration framework of the Company.
The objective of this policy is to ensure that the procedures of determining the remuneration structure of the Company is formal and transparent, hence ascertaining that the remuneration packages offered by the Company would be competitive, adequate and in line with prevailing market practices. In summary, the Company hopes to attract, retain and motivate the Directors and Senior Management with strong credentials, high caliber and astute insights to run the business of ACME Group successfully.
As a fundamental guidance, this policy which applies to Executive Directors, Non-Executive Directors and Key Senior Management is developed to ensure that practices relevant to remuneration adhere to the following key principles:-
• Total remuneration shall be set at levels that are competitive with the relevant market and industry.
• Remuneration packages shall be performance-based and set according to the level, experience and scope of responsibilities of individual.
• Incentive plans, performance measures and targets shall be aligned with consideration to shareholders’ interest.
• Provide an appropriate level of transparency to ensure the policy underlying the Company’s remuneration framework is understood by stakeholders.
• Ensure a level of equity and consistency within the overall remuneration structure.
Executive Director
The remuneration of the Managing Director/Chief Executive Officer and Executive Director(s) are made up of basic salaries, director’s fees, allowances, annual bonus and etc. In formulating the remuneration levels, the Committee must consider the assessment on the performance of the Managing Director/Chief Executive Officer and Executive Director(s) against stipulated key performance indicators as well as consideration of the duties and responsibilities attached with the position.
Performance indicators can be derived from a combination of strategic and financial measures to the Company, which may include but not limited to, the profitability of the Company, enhancement of market value and etc.
Additionally, remuneration packages shall be structured to link rewards to individual and corporate performance and developed with the guidance of market rate and competitiveness within the industry and comparable companies.
Non-Executive Director
The remuneration of Non-Executive Directors consists of directors’ fees and meeting allowances. In summary, the level of remuneration for Non-Executive Directors must reflect the individual’s experience and expertise, level of responsibilities and the time commitment undertaken by the Directors concerned. As such, the remuneration of a Non-Executive Director shall not be based on commission, the percentage of profits, or turnover and exclusive of any performance-based bonuses or incentive plans (short term/long term).
Remuneration for the services of Non-Executive Directors shall be in alignment with market terms, taking into consideration remuneration paid to directors within comparable companies, whether in size and/or industry, conduct of the individual, and performance of ACME Group entirely.
Key Senior Management
Remuneration package for Key Senior Management is made up of basic salaries, annual bonus & etc. and are set according to:
– Complexity and nature of job scope;
– Skills, experience and scope of responsibilities of individual;
– Performance and conduct of the individual during the period of assessment; and
– Individual’s overall contribution to the Company’s strategy, operation and results.
Similarly, the structure of the remuneration package shall be based on a correlation between performance of the individual and the Company as well as take into account equal packages offered by similar companies within the industry.
The Remuneration Committee operates under the delegation of the Board to provide an oversight of the Company’s remuneration structure and plans. As part of the Remuneration Committee’s added roles, it provides consistent updates to the Board in view of the best practices within the market and industry standards alongside appropriateness of strategies developed with reference to external information and advice, where possible.
As part of the Company’s transparent reporting practices, disclosure of the Directors’ remuneration are made within the Corporate Governance Overview Statement of the Company’s Annual Report. Likewise, the report includes details of the Director’s remuneration in accordance of the Main Market Listing Requirement.
The Company through the Remuneration Committee shall review and assess the effectiveness and relevance of this policy from time to time or whenever it is deemed necessary. Additionally, such review shall be conducted to ensure that the procedures within the policy are implemented accordingly and in line with current best practices and stipulated requirements and guidelines.
Consequently, any requirement for amendment shall be deliberated by the Remuneration Committee and recommendations for revisions shall be presented to the Board for approval.
Date: 10 July 2018