1.1 Purpose
1.1.1 The purpose of this Policy & Procedure is to set out the general policies of the Board and procedures relating to remuneration of the Directors and Senior Management of the Company and its subsidiaries.
1.1.2 This policy and procedures form part of a fair and transparent framework to provide guidance on how the remuneration of Directors and Senior Management of the Group are determined based on their roles and responsibilities having regard to their merits, qualifications and competence as well as the Group’s operating results, individual performance and comparable market statistics.
1.1.3 The Nomination & Remuneration Committee of the Company shall assist the Board in implementing its policies and procedures on remuneration including reviewing and recommending matters relating to the remuneration of Directors and Senior Management
1.2.1 This policy should be read together with the relevant provisions of the following:
(a) Companies Act 2016;
(b) Malaysian Code on Corporate Governance;
(c) Main Market Listing Requirements of Bursa Malaysia Securities Berhad; and
(d) Constitution of WCT.
1.2.2 Where there is a conflict between the contents of this policy and the aforementioned rules, regulations or constitution, the relevant provisions contained in the relevant rules, regulations or constitution shall prevail.
1.2.3 This policy shall be reviewed periodically by the Nomination & Remuneration Committee of WCT and be shall made available and accessible on the WCT’s corporate website.
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Board
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The Board of Directors of WCT
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Company or WCT
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WCT Holdings Berhad
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Executive Director
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A Director who assumes management responsibilities in the Group, including the Executive Chairman and Group Managing Director
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Group
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WCT and its subsidiaries
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Non-Executive Director
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Any Director who does not assume any management responsibility in the Group.
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Independent Director
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A Director who is independent of the Management and free from any business or other relationship which could interfere with the exercise of independent judgment or the ability to act in the best interests of a listed issuer and should fulfil the independence criteria set out in paragraph 1.01 of MMLR.
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Major shareholder
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A person who has an interest in 10% or more of the total number of voting shares in the WCT; or 5% or more of the total number of voting shares in WCT where such person is the largest shareholder of WCT (paragraph 1.01 of the MMLR).
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MMLR
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The Listing Requirements of the Main Market of Bursa Malaysia Securities Berhad.
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Senior Management
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The senior management team of the Group comprising members of the Management Committee of the Group or such personnel as identified by the Board
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Remuneration
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All forms of consideration received/enjoyed by the Directors and Senior Management in exchange for the services, including but not limited to salaries, fees, allowances, bonus, benefits, share options and other emoluments.
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2.1 The remuneration policy of WCT is premised on the following objectives:
(a) Attracting, developing and retaining individuals with the right mix of competencies, talent, experience and skills to deliver long term business plans in line with the Board strategies;
(b) Delivering a comprehensive reward system which is fair and justifiable based on their respective roles and responsibilities and comparable with our peers in the industry;
(c) Encouraging a culture of organisational team spirit for sustainable performance whilst upholding the WCT’s core values at all times; and
(b) Encouraging prudent risk taking in decision-making in the undertaking of business activities in line with the risk appetite determined by the Board from time to time.
3.1 The remuneration for the Executive Directors and Senior Management of the Group shall be determined based on the following bases and principles:
Executive Directors & Senior Management
(a) The remuneration payable to Executive Directors shall not include any commission on or percentage of turnover or revenue (paragraph 7.23 of MMLR).
(b) The remuneration packages accorded to each Executive Director and Senior Management personnel shall be determined based on their respective roles and responsibilities, individual performance, contribution and commitment devoted to the Group as well as the financial performance of the Group and/or companies in which they are employed.
(c) Bonus to Executive Directors and Senior Management shall be performance based and shall not be guaranteed, except in the context of sign-on bonuses, if applicable, reflecting the individual’s performance, the performance of the business/function department/division as well as the Group’s results;
(d) Periodic benchmarking of remuneration will be undertaken to ascertain the competitiveness of WCT’s remuneration packages vis-à-vis other comparable companies within the industries in which the Group operate.
(e) The Executive Directors and Senior Management are eligible for several work-related benefits, including company car and/or car allowance, mobile phone allowance, medical insurance (extended to family members) and other benefits as provided for in the Group’s Employee Handbook.
(f) The Nomination & Remuneration Committee of the Company shall carry out a review of at least once in every 3 years on these bases and principles applicable in determining the remuneration of the Executive Directors and Senior Management and recommend any changes deemed fit and appropriate to the Board for approval, if thought fit.
(g) The remuneration packages and benefits of the Executive Directors and Senior Management shall also comply with the Group’s Employee Handbook.
Independent Directors & Non-Executive Directors
(h) Independent Directors and Non-Executive Directors shall receive remuneration for their services in the form of Directors’ Fees, which shall be a fixed sum, and not by a commission on or percentage of profits or turnover (paragraph 7.23 of the MMLR).
(i) Non-Executive Directors’ remuneration packages shall be determined on the basis of their qualification, experience and competence, having regard to their responsibilities, time commitment and annual evaluation as undertaken by the Nomination & Remuneration Committee.
In the case where the Chairman of the Board is an Independent Non-Executive Director, he/she may be remunerated with a higher Director’s Fee to reflect the additional responsibilities assumed by him/her. If deemed necessary, the Chairmen of the respective Board Committees shall also receive higher meeting allowance for chairing the respective meetings and for the additional work undertaken in the agenda setting.
(j) Independent Directors and Non-Executive Directors shall receive meeting attendance allowance and also committee fees for those directors who are members of Board Committees.
(k) Independent Directors and Non-Executive Directors may be eligible to participate in the Company’s share option scheme, subject to approval of shareholders at a General Meeting of the Company.
(l) However, if granted such share options, the Independent Directors and Non-Executive Directors must not sell, transfer or assign the shares obtained through the exercise of options offered to him/her within 1 year from the date of offer of such options (paragraph 8.20 of the MMLR).
General Policies
(m) On the recommendation of the Nomination & Remuneration Committee, the Board may consider making adjustments, if thought fit, to the Executive Directors’ remuneration packages and Directors’ Fees.
(n) The fees of the Directors, and any benefits payable to the Directors including any compensation for loss of employment of a Director or a former Director shall from time to time be determined by an ordinary resolution of the Company in general meeting (Section 230 of the Companies Act 2016 & Article 89 of the Companies Constitution).
Directors’ Fees shall not be increased except pursuant to a resolution passed at a general meeting, where notice of the proposed increase has been given in the notice convening the meeting (paragraph 7.24 of the MMLR).
(o) Subject to the Company’s Constitution, any Director may appoint a person approved by a majority member of the Board to act as his/her alternate, provided that any fee paid by the Company to the alternate shall be deducted from that Director’s remuneration.
(p) The Directors shall be paid all expenses properly and necessarily incurred by them in connection with the business of the Company including their travelling and other expenses incurred in attending meetings of Directors or any meetings of committees of the Directors or general meetings of the Company (Article 89 of the Company’s Constitution).
(q) Directors are eligible to enjoy Directors and Officers Liability Insurance in respect of any costs incurred in defending himself/herself arising in the course of discharging their duties as Directors of the Company, provided that such liabilities were occasioned in good faith and not as a result of negligence, default or breach of duty (Section 288 of Companies Act 2016).
The Directors and Officers Liability Insurance premium shall be borne by the Company and does not form part of the benefits awarded to Directors as part of their remuneration packages.
(r) The remuneration payable to any Director (whether as a director or otherwise) shall not be free of income tax, or otherwise calculated by reference to or varying with the amount of his income tax or the rate of income tax (Section 226(a) of the Companies Act, 2016).
(s) The Company shall be prohibited from making:-
(i) payment to any Director by way of compensation for loss of office as an officer of the Company or its subsidiaries or as consideration for or in connection with his retirement from any such office; or
(ii) payment to any Director of the Company in connection with the transfer of the whole or any part of the undertaking or property of the Company;
unless the particulars with respect to the proposed payment including the amount has been disclosed to the shareholders of the Company and the resolution for the proposal has been approved by the shareholders of the Company (as provided in Section 227(1) of the Companies Act, 2016).
(t) Any payment to any director of the Company by way of compensation for loss of office or as consideration for or in connection with his retirement from office shall be subject to the provisions of Section 227 of the Companies Act 2016.
4.1 The procedures for remunerating the Executive Directors, Senior Management, Independent Directors and Non-Executive Directors of the Company are set out below:-
Executive Directors
(a) The performance and contribution of the Executive Directors shall be reviewed by the Nomination & Remuneration Committee of the Company on an annual basis and escalated to the Board for deliberation and endorsement.
(b) The remuneration (or any adjustment thereof) of the Executive Directors (including fees, salaries, bonuses, benefits and any compensation for loss of employment) shall be deliberated by the Nomination & Remuneration Committee before being escalated to the Board for deliberation and approval. The affected Director shall abstain from deliberating on and approving of his/her own remuneration at the relevant Board meeting approving the same.
(c) The fees of the Executive Directors and any benefits payable to them, including any compensation for loss of employment of a Director or a former Director (but excluding salaries and bonuses) shall be subject to the approval of the shareholders of the Company by an ordinary resolution of the Company in general meeting. If the Executive Directors is also a shareholder, whether direct or indirect, he/she shall abstain and procure any person deemed connected to him/her to abstain from voting on the resolution approving his fee and benefits.
(d) The allocation of share options under the Company’s share option scheme to the Executive Directors shall be reviewed by Options Committee of the Company before being escalated to the Board for approval.
Senior Management
(e) The performance of the Senior Management shall be reviewed and appraised on an annual basis by way of the Group’s Staff Evaluation Form. Where necessary, a mid year interim appraisal may be conducted. Any recommendation for promotion, salary adjustment and bonus payment shall be determined and approved by the Executive Chairman and/or the Group Managing Director.
(f) The allocation of share options under the Company’s share option scheme to the Senior Management shall be proposed by the Executive Chairman and/or Group Managing Director and reviewed by Options Committee of the Company before being escalated to the Board for approval.
Independent Directors & Non-Executive Directors
(g) The effectiveness and contribution of the Independent Directors and Non-Executive Directors shall be reviewed by the Nomination & Remuneration Committee of the Company on an annual basis and escalated to the Board for deliberation and endorsement.
(h) The Directors’ fees and benefits (or any adjustment thereof) of the Independent Directors and Non-Executive Directors (excluding salaries and bonuses) shall be deliberated by the Nomination & Remuneration Committee before being escalated to the Board for deliberation and approval. The affected Director shall abstain from deliberating on and approving of his/her own fee/benefits at the relevant Board meeting approving the same.
(i) The fees of the Independent Directors and Non-Executive Directors, and any benefits payable to them shall be subject to the approval of the shareholders of the Company by an ordinary resolution of the Company in general meeting. If the Director is also a shareholder, whether direct or indirect, he/she shall abstain and procure any person deemed connected to him/her to abstain from voting on the resolution approving his fee and benefits paid by the Company.
(j) The allocation of share options under the Company’s share option scheme to the Independent Directors and Non-Executive Directors shall be reviewed by Options Committee of the Company before being escalated to the Board for approval.
5.1.1 The Nomination & Remuneration Committee of the Company shall assist the Board in overseeing the implementation of this Policy and Procedures on Remuneration.
5.1.2 Executive Directors shall not form part of the composition of the Nomination & Remuneration Committee of the Company to avoid any potential conflict of interest situations.
5.1.3 The remuneration of Executive Directors shall be approved by the Board, with the individual Executive Director abstaining from discussion of his/her own remuneration. The remuneration of Senior Management personnel shall be approved by the Executive Chairman and/or the Group Managing Director.
