1. INTRODUCTION
The Remuneration Policy and Procedures of Non-Executive Directors (“the Policy and Procedures”) is designed with the aim to support Sapura Energy Berhad (“SEB” or the Company”)’s key strategies and create a strong performance-oriented environment and be able to attract, motivate and retain fairly reward its Non-Executive Directors (“NEDs”).
2. OBJECTIVE
The Policy and Procedures is the guiding document for the Board of Directors (“Board”) of the Company to administer the remuneration of NEDs, taking into account the demands, complexities and performance of the Company as well as skills, experience, time commitment required and responsibilities reposed on the NEDs.
The Policy and Procedures seeks to set out an over-arching framework for the development of a fair and transparent framework for the remuneration of NEDs of SEB.
3. SCOPE
The Policy and Procedures applies to all NEDs of SEB.
4. REMUNERATION POLICY FOR NEDs
i. NEDs shall receive remuneration in the form of Directors’ fees as compensation for their services plus the reimbursement of expenses (i.e. meeting allowances) incurred in the course of performing their services.
ii. The level of remuneration package for the NEDs shall take into consideration the following: –
(a) any additional responsibilities undertaken such as, acting as chairman of the board, chairman or members of board committee etc; and
(b) required competencies, effort and scope of Board work, including number of meetings.
iii. The remuneration of the NEDs is to ensure the Company’s continued ability to attract and retain highly competent NEDs.
iv. The remuneration packages for NEDs shall be a matter for the Board as a whole and NEDs shall not receive any remuneration or benefits designed specifically for Executive Directors. The fees of the NEDs are reviewed yearly by the Board Nomination and Remuneration Committee (“BNRC”) and any revision shall be recommended for the Board’s approval.
5. REMUNERATION PROCEDURE FOR NEDs
- The BNRC shall comply with the following procedures in recommending the remuneration package for NEDs to the Board for approval: –
- Considering criteria for determining pay levels, such as level of responsibility, individual experience/expertise, and additional responsibilities undertaken.
- BNRC recommends to the Board on the proposed remuneration packages for NED.
- The Board recommend the proposed remuneration packages for shareholders’ approval during the next Annual General Meeting.
6. REMUNERATION STRUCTURE
| Category – Fixed/Variable | Component | Component description |
|---|---|---|
| Fixed | Fees | A fixed sum shall be provided to NEDs for their ongoing contribution to the Board and Board Committees. |
| Fixed | Meeting allowance | Payment shall be made to NEDs on a per-meeting basis on a condition that attendance (physical or virtual) is a prerequisite for remittance. |
| Fixed & Variable | Benefits | NEDs may be provided with benefits including mobile devices, tablet devices, liability insurance, medical, hospitalization, annual medical check-up, insurance coverage for term life and personal accident. |
| In addition to the abovementioned benefits, the Chairman of the Board shall be entitled for driver, car allowance, car maintenance, road tax and insurance, petrol card and corporate club membership. |
7. REVIEW AND REVISION OF THE POLICY AND PROCEDURE
The Policy and Procedure has been endorsed by the Board, upon recommendation by the BNRC. The BNRC shall review and assess the effectiveness and continued relevance of the policy periodically. Any revisions to the policy as recommended by the BNRC will be submitted to the Board for consideration and approval.
8. DISCREPANCIES
In the event of any discrepancies between the Policy and Procedures and other relevant Acts, Guidelines, Circulars or other documents issued by relevant regulators (“collectively Regulators’ Documents”), the Regulators’ Documents shall prevail.
9. PUBLICATION OF POLICY AND PROCEDURES
The Policy and Procedures shall be made available on SEB’s website.