IHH Annual Report 2019

The Remuneration Committee (RC) was established on 1 July 2018, arising from the division of the Nomination and Remuneration Committee (NRC) into two separate committees, namely the Nomination Committee (NC) and RC, respectively. The NRC was previously established on 18 April 2012. Roles of the RC The RC’s primary role is 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 and 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 last reviewed and approved for adoption by the Board in February 2020. 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 advisors 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. 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, RC membership was reduced to three following the resignation of Chang See Hiang as Independent Non-Executive Director of the Company on 28 May 2019. On 29 November 2019, Dr Farid bin Mohamed Sani, a Non-Independent Non-Executive Director, was appointed as member of the RC, in place of Mr Chintamani Aniruddha Bhagat, who ceased as a member of the RC following his resignation as a Director on 29 November 2019. 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 RC met five 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: Director Designation Total Meetings Attended Shirish Moreshwar Apte (Chairman) Independent Non-Executive Director 5/5 Rossana Annizah binti Ahmad Rashid (Member) Independent Non-Executive Director 5/5 Dr Farid bin Mohamed Sani (Member) (Appointed on 29 November 2019) Non-Independent Non-Executive Director Not Applicable Chintamani Aniruddha Bhagat (Member) (Resigned on 29 November 2019) Non-Independent Non-Executive Director 5/5 Chang See Hiang (Member) (Resigned on 28 May 2019) Senior Independent Non-Executive Director 1/2 IHH Healthcare Berhad | Annual Report 2019 122 Governance Remuneration Committee Report