INTRODUCTION

This Remuneration Policy (“the Policy”) sets out the criteria to be used in recommending the remuneration of Directors and/or Senior Management of Grand-Flo Berhad (“the Company”) and is made in line with the best practices recommended under the Malaysian Code on Corporate Governance.

OBJECTIVES

The Policy sets out the remuneration principles and guidelines for the Board of Directors (“Board”) and the Remuneration Committee to determine the remuneration of Directors and/or Senior Management of the Company, which takes into account the demands, complexities and performance of the Company as well as skills and experience required.

PRINCIPLES

The Policy is guided by the following key principles in remunerating the Directors of the Company:
(i) fees payable to Directors who hold non-executive office in the Company shall be paid by a fixed sum and not by a commission on or percentage of profits or turnover;

(ii) fees and/or benefits (including meeting allowance) payable to Directors are subject to annual shareholders’ approval at a general meeting, where notice of the proposed fees and/or benefits has been given in the notice convening the meeting;

(iii) fees payable to an alternate Director (if any) shall be agreed upon between himself and the Director nominating him and shall be paid out of the remuneration of the latter; and

(iv) salaries and other emoluments payable to Directors who hold an executive office in the Company pursuant to a contract of service need not be determined by the Company in general meeting but such salaries and emoluments may include incentives or commission on percentage of turnover or profit.

REMUNERATION STRUCTURE

The tables below set out the main components and operation of the remuneration structure packages of Directors and Senior Management of the Company: -
(I) Remuneration structure for the Senior Management and/or Directors who hold an Executive role in the Company

Component of pay Particulars
Basic Salary A fixed salary will be paid for performing the scope of duties and responsibilities and will be reviewed based on the individual performance and achievements of the Company/the Group and comparable market rate within the industry.
Bonus/Incentive Annual bonus/incentive will be paid to reward, retain and motivate the individual and will be depend on the performance of the Company/the Group and the personal contribution of the individual to the achievement of those results.
Other Benefits Other benefits which include contribution of EPF, SOCSO, medical fees, medical or health insurance, motor vehicle, driver, handphone, commission, travelling and entertainment claims, amongst others, will be provided based on the Group’s human resource policy in the context of market practices from time to time.

(II) Remuneration structure for the Directors who hold a Non-Executive role in the Company

Component of pay Particulars
Fees A fixed retainer sum will be paid for their contribution to the Board and the Company. The fixed fee is determined based on the following factors:
- On par with the rest of the market;
- Reflect the qualifications and contribution required in view of the Group’s complexity;
- The extent of the duty and responsibilities; and
- The number of Board meetings and Board Committees’ meetings.
Meeting allowance and other benefits A reasonable special meeting allowance may be paid on per trip basis with the condition that attendance is a prerequisite for such remittance.

Other benefits which include flight tickets, accommodation, travelling expenses, amongst others, incurred in the course of performing his duties or other things required of him as a Director of the Company.

GOVERNANCE OF REMUNERATION

i. The Remuneration Committee shall assist the Board in implementing the Policy on the remuneration packages for Directors of the Company. The Remuneration Committee also seeks to ensure that the remuneration packages commensurate with the expected responsibility and contribution by the Directors and subsequently furnishes their recommendations to the Board for adoption.

ii. The evaluation of remuneration packages (including annual increment to the base salary) of the Senior Management shall be reviewed by the Group Managing Director/Group President (“GMD/GP”). Whereas, for Directors who hold an Executive office in the Company (including the GMD/GP), their remuneration packages (including annual increment to the base salary) shall be reviewed and evaluated by Remuneration Committee and then tabled to the Board for consideration.

iii. Directors and/or Senior Management of the Company may be accorded with Directors and Officers liability insurance in respect of any liability (civil or criminal) arising in the course of discharging their duties as Directors and/or Senior Management of the Company provided that such liabilities were occasioned in good faith and not as a result of negligence, default or breach of duty. The premium paid for such insurance shall be borne by the Company and does not form part of the benefits given to the Directors and/or Senior Management of the Company as part of their remuneration packages.

iv. The fees and/or benefits payable to the Directors including any compensation for loss of employment of a Director or former Director of the Company shall be approved at the general meeting pursuant to the Companies Act 2016.

v. Salaries, bonus, benefits and other emoluments payable to Executive Board Members pursuant to an employment contract or a contract of service need not be determined by the Company in general meeting but such salaries may include a commission on or percentage of turnover or profit.

vi. All handphone, travelling, entertainment claims, motor vehicles or other expenses incurred by Senior Management and/or Directors in discharging their duties relating to the ordinary course of business of the Company and/or its subsidiaries shall be reimbursed accordingly. All claims and reimbursements must be accompanied with the claims receipts and shall be submitted to the Accounts/Finance Department for processing on a timely manner.

REVIEW AND DISCLOSURE

i. The Board will review the Policy from time to time and make any necessary amendments to ensure that it remain consistent with the Board’s objectives, current law and practices.

ii. The Board shall disclose the Policy in the annual report of the Company.

iii. The Policy is made available for reference on the Company’s website.

This Policy is adopted by the Board on 22 November 2018.