IHH Annual Report 2018

The NRC/RC meetings were attended by the Managing Director & Chief Executive Officer (“MD & CEO”) and Group Chief Human Resource Officer together with other consultants engaged on particular subject matters, upon invitation, to brief the RC on pertinent issues. Minutes of the RC meetings would be circulated to all members for comments and extracts of the decisions made by the RC would be escalated to relevant process owners for action. The Chairman of the RC would provide a report highlighting significant points of the decisions and recommendations made by the RC to the Board and significant matters reserved for the Board’s approval would be tabled at the Board meetings. The RC may call for ad-hoc meetings as and when necessary to follow through on the necessary actions post the Board’s decision or to discuss matters which require urgent decision. Urgent matters which require the RC’s decision may also be sought via circular resolutions together with the proposals containing relevant information for their consideration. SUMMARY OF ACTIVITIES During the financial year, the RC carried out the following key activities: (a) Assessed the performance and achievement of the key performance indicators of the Group for 2017 against the pre-determined targets in the balanced scorecard which had been approved by the Board; (b) Deliberated and recommended to the Board for approval, the balanced scorecard of the Group for the year 2018 and balanced scorecard framework for the year 2019; (c) Discussed and recommended to the Board for approval, the bonus and salary increment for Executive Directors, Management and employees of the Company and key subsidiaries (where applicable) upon assessing the performance of the Company, subsidiaries and employees for the performance year 2017; (d) Discussed and recommended to the Board for approval, the 2018 Long Term Incentive Plan (“LTIP”) and Enterprise Option Scheme grants for Executive Directors, Management and employees upon assessing the performance of the Company, the respective operating companies and employees; (e) Noted the proposed revision of the Non-Executive Chairman and Directors fees as recommended by Management post the streamlining exercise undertaken by the Group (“Streamlining Exercise”) in view of the increased roles and responsibilities of the Non-Executive Chairman and Directors; (f) Reviewed and recommended to the Board for approval, the NRC Report for inclusion in the Annual Report 2017; (g) Reviewed and recommended to the Board for approval, the TOR of the RC in light of the splitting of the NRC into an NC and RC respectively; (h) Discussed and recommended to the Board for approval, the new incentive scheme for the eligible employees of the Group replacing the LTIP scheme which will be expiring in 2021; and (i) Reviewed and discussed the Executive Compensation Review Report and findings prepared by the external consultant engaged. Subsequent to the financial year ended 31 December 2018, the RC carried out the following activities: (a) Assessed the performance and achievement of the key performance indicators of the Group for 2018 against the pre-determined targets in the balanced scorecard which had been approved by the Board; (b) Deliberated and recommended to the Board for approval, the balanced scorecard of the Group for the year 2019; (c) Discussed and recommended to the Board for approval, the bonus and salary increment for Executive Directors, Management and employees of the Company and key subsidiaries upon assessing the performance of the Company, subsidiaries and employees for the performance year 2018; (d) Discussed and recommended to the Board for approval, the 2019 LTIP grant for the eligible Executive Directors, Management and employees upon assessing the performance of the Company, the respective operating companies and employees; (e) Discussed and recommended to the Board for approval, the new incentive scheme for the eligible employees of the Group to replace the LTIP which is expiring in 2021; (f) Reviewed and recommended to the Board for approval, the RC Report for inclusion in the Annual Report 2018; and (g) Reviewed the Non-Executive Directors fees from 1 July 2019 until 30 June 2020. REMUNERATION COMMITTEE REPORT IHH Healthcare Berhad | Annual Report 2018 120 Governance