IHH Annual Report 2018

On 1 July 2018, the Nomination and Remuneration Committee (“NRC”) was split into a Nomination Committee (“NC”) and Remuneration Committee ("RC"), respectively. ROLES OF THE RC The RC is primarily to assist the Board in fulfilling its fiduciary responsibilities relating to the implementation of policies and procedures on remuneration, including reviewing the Group’s executive remuneration policy, remuneration framework and performance measures criteria, including the various incentive or retention schemes implemented by the Group. The RC is governed by a clearly defined and documented Terms of Reference (“TOR”). The RC’s TOR is reviewed and updated from time to time, as the need arises, to ensure that it remains relevant and up-to-date to be in line with the Group’s policies and various changes in regulations. The TOR of the RC was revised and approved by the Board for adoption with effect from 1 July 2018 in light of the splitting of the NRC. The TOR of the RC is accessible for reference on the Company’s website at www.ihhhealthcare.com . In carrying out its duties and responsibilities, the RC has the following authorities: • Perform the activities required to discharge its responsibilities and make recommendations to the Board; • Select, engage and seek approval from the Board (within the Group’s Limits of Authority) for fees for professional advisers that the RC may require to carry out its duties; • Have full and unrestricted access to information, records, properties and employees of the Group; • Seek input from the concerned individuals on remuneration policies, but no individual should be directly involved in deciding their own remuneration; and • Have access to the advice and services of the Company Secretary. Director Designation Total Meetings Attended Shirish Moreshwar Apte (Chairman) Independent Non-Executive Director 6/6 Chang See Hiang (Member) Senior Independent Non-Executive Director 6/6 Rossana Annizah binti Ahmad Rashid (Member) Independent Non-Executive Director 6/6 Chintamani Aniruddha Bhagat (Member) (Appointed on 1 March 2018) Non-Independent Non-Executive Director 4/4 Dato’ Mohammed Azlan bin Hashim (Member) (Resigned on 1 March 2018) Chairman, Independent Non-Executive Director 2/2 Kuok Khoon Ean (Member) (Retired on 28 May 2018) Independent Non-Executive Director 3/4 COMPOSITION AND MEETINGS The RC is comprised exclusively of Non-Executive Directors, a majority of whom are independent and represent an appropriate balance and diversity of skills, experience, gender and knowledge. During the year under review, NRC membership was reduced to four following the retirement of Kuok Khoon Ean as Independent Non-Executive Director of the Company after the close of the Eighth Annual General Meeting (“AGM”) in May 2018. Based on the analysis/findings of the performance evaluation of the RC, the Board is satisfied that the RC has consistently performed well and discharged its duties and responsibilities satisfactorily in accordance with its TOR under the chairmanship of the RC Chairman. The NRC/RC met six times during the year under review. The composition of the RC and the attendance record of its members for the year under review are as follows: 119 Governance REMUNERATION COMMITTEE REPORT