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JAYA TIASA HOLDINGS BERHAD
Following the appointment of new Directors to the Board, the Nomination Committee ensures that an induction
programme is arranged, including site visits and meeting with Senior Management personnel to enable them
to have a full understanding of the nature of the business, current issues within the Group as well as corporate
strategies.
The Board has an on-going evaluation process to assess its effectiveness and that of its Board Committees.
The annual assessment process is led by the Nomination Committee Chairperson. The evaluation of the Board
is based on specific criteria covering areas such as the Board mix and composition, quality of information and
decision making as well as Boardroom processes and activities whereas evaluation of performance of Directors
is based on fit and proper, contribution, calibre and personality. The evaluation results and comments by all
Directors are discussed at the Nomination Committee, which then makes recommendation to the Board.
In respect of the assessment for the financial year ended 30 June 2015, the Board was satisfied that the Board
as a whole and its Board Committees had discharged their duties and responsibilities effectively. The Board
is of the view that its present composition is optimal based on the Group’s operations and that it reflects a fair
mix of financial, technical and business experiences that are important to the stewardship of the Group.
The Board promotes corporate culture that embraces diversity in every form when determining composition
from a diverse pool of qualified candidates. Through the Nomination Committee, the Board evaluates the
suitability of candidates during recruitment and annual assessment of the Directors’ performance taking into
consideration the criteria required of the Board Members as set out in paragraph one above, in the context of
the needs of the Board. Although the Board does not endorse quotas on gender, ethnicity and age diversity,
it does commit to having an increasing representation of women on the Board. Currently, there are two (2)
female Directors, namely Mdm Tiong Choon and Dato’ Wong Lee Yun. The ages of Directors range from 41
to 76.
2.3 Remuneration Committee
The Remuneration Committee is made up entirely of Non-Executive Directors, of whom two-third (2/3) are
independent.
The following Directors are members of the Remuneration Committee:-
Chairman - Mr John Leong Chung Loong
(Independent Non-Executive Director)
Members - Datuk Talib Bin Haji Jamal
(Independent Non-Executive Director)
- Dato’ Sri Dr. Tiong Ik King
(Non-Independent Non-Executive Director)
The Remuneration Committee is responsible to recommend to the Board the framework and remuneration
packages for Executive Directors and performance related pay scheme for CEO.
Remuneration packages of both Executive Directors and Non-Executive Directors are a matter to be decided
by the Board as a whole, taking into consideration the recommendations of the Remuneration Committee,
to ensure that the Level and make-up of remuneration are sufficient to attract and retain the Board Members
needed to run the Company successfully.
The remuneration of the Executive Directors consists of basic salary and bonus. Other benefits customary to
the Group are made available as appropriate. In the case of the CEO, a variable component of his remuneration
is structured so as to link rewards to his performance.
Non-executive Board Members are paid a basic fee as ordinary remuneration and are also paid additional
remuneration based on their level of responsibilities in the Board and Board Committees as well as for their
attendances at meetings. The fee which is subject to the approval of the shareholders shall be fixed in sum
and not by a commission or on percentage of profits/turnover.
The Remuneration Committee meets as and when required. One meeting was held during the financial year
ended 30 June 2015 and recommended to the Board the remuneration packages for the Deputy Executive
Chairman and CEO in all its form. The meeting was attended by all the members.
statemeNt on corporate governance (cont’d)
