Governance & Responsibilities

Remuneration Policy

INTRODUCTION

This Remuneration Policy set out the remuneration principles and guidelines for members of the Board of Ajiya Berhad and Key Senior Management of the Group. A fair remuneration package is essential to attract and retain the right talent in the Board and senior management in pursuing and drive the long-term objectives and ensuring business sustainability of the Group.

The Board is assisted by the Remuneration Committee in implementing this Policy.

GUIDING PRINCIPLES

The Remuneration Committee is guided by the following principles in proposing an appropriate level of remuneration for the Directors and Key Senior Management:-

  1. The remuneration of Directors and where appropriate, the Key Senior Management, shall be the ultimate responsibility of the Board after considering the recommendation from the Remuneration Committee.
  2. Performance measures and targets are aligned with the business strategies and long term objective of the Group.
  3. Remuneration and rewards are commensurate with individual performance and company performance.
  4. In determining the appropriate level of remuneration, the Board should also take into consideration the Group’s performance in managing material sustainability risks and opportunities.
  5. The remuneration packages remain competitive with relevant industry and market practices.
  6. No Directors shall participate or vote on the deliberations and decisions concerning his or her own remuneration.
  7. The remuneration for Independent Directors should not conflict with their obligation in bringing objectivity and independent judgement on matters discussed.

DEFINITION

This Remuneration Policy applied to the members of the Board of Ajiya Berhad and Key Senior Management of the Group.

  1. Ajiya Berhad –  Ajiya or the Company.
  2. Ajiya and its subsidiaries – the Group.
  3. Board of Directors / Board –  the Directors of Ajiya Berhad.
  4. Executive Director –  A Director of the Company who assumes management responsibilities in the Group.
  5. Non-Executive Director –  A Non-Executive Director is a member of the Board who does not engage in the day-to-day management of the Company and/or its subsidiaries.
  6. Chief Executive Officer  –  Chief Executive Officer who assumes management responsibilities in the Group.
  7. Key Senior Management –  Directors of subsidiary / Head of Divisions / Business Unit who is holding the highest level of management position and is responsible for the business operations in the subsidiaries. He/she is not a Director of Ajiya.

REMUNERATION COMPONENTS & STRUCTURES

Directors

    1. Executive Directors
      • The remuneration of Executive Directors consist of salary, bonus, incentives, allowances, director fees and meeting attendance allowance and other benefits-in-kind.
      • The fixed salary is determined based on:
        • scope of duty and responsibilities;
        • experiences;
        • individual performance; and
        • market rate within the industry and comparable companies.
      • Bonus and incentives shall be paid to Executives Directors and is designed to reward outstanding performance. Declaration and payment of bonus and incentive shall take into consideration all measurable and non-measurable performance of the Group.
    1. Non-Executive Directors
      • The remuneration of the Non-Executive Directors consists of director fees and meeting attendance allowances.
      • The level of remuneration reflect the Directors’ fiduciary duties and time commitment undertaken by the Non-Executive Directors as well as the Company’s business performance and industry trends.
    1. Chief Executive Officer and Key Senior Management
      • The remuneration of Chief Executive Officer and Key Senior Management shall consist of salary, allowances, bonus, incentives and benefit-in-kind.
      • Bonus and incentives are awarded for outstanding performance and in meeting with the established key performance indicators. Declaration and payment of bonus shall take into consideration all measurable and non-measurable performance of the Company.
      • A Director of subsidiary is also entitled to be paid director fees at subsidiary level.
      • The remuneration of Key Senior Management is determined according to level of responsibilities, skill, experience, individual performance, market competitiveness as well as the subsidiary company’s performance.

REMUNERATION REVIEW PROCEDURES

Executive and Non-Executive Directors
  • The remuneration packages of Executive Directors, Non-Executive Director and Chief Executive Officer of the Company are reviewed annually by the Remuneration Committee and thereafter recommend to the Board for consideration.
  • The Remuneration Committee will consider the available market rate or benchmarks and may seek external advisors if necessary, to assist to the Board in formulating an attractive remuneration packages to attract talent.
  • The fees and benefits payable to the Directors including any compensation for loss of office of a director or former director are subject to approval by shareholders at the General Meeting of the Company.
Key Senior Management
  • The Managing Director is authorized to review the remuneration packages of Key Senior Management guided by among others, the Group’s Human Resources policies and procedures.

REVIEW

This Policy will be reviewed regularly as appropriate to reflect the current best practices. Any proposed amendments shall be approved by the Board.