The Board of Director (“the Board”) of DFCITY Group Berhad (“the Company”) assumes the overall responsibility to establish and implement effective remuneration policy for the members of the Board and Senior Management (“Remuneration Policy”) in pursue of the medium to long term objectives of the Company and its subsidiaries (“the Group”). The responsibility of the implementation of this Remuneration Policy is delegated to Remuneration Committee, which is governed by the terms of reference approved by the Board.
This Remuneration Policy outlines the guiding principles for the remuneration of the Company. The Policy will be reviewed every year by the Remuneration Committee and report to the Board. If and when required, the Remuneration Committee will submit recommendations for changes to the Remuneration Policy to the Board for deliberation and approval.
The objectives of the Board Remuneration Policy are as follows:
- to enable the Company to attract and retain highly qualified members to enable the Company to provide a well-balanced and competitive Directors and Senior Management compensation package.
- to ensure that the interests of Executive Directors and Senior Management are aligned with the business strategy, risk tolerance, values and medium to long-term interests of the Group and is consistent with the “pay-for-performance” principle.
- to promote strong teamwork culture among the Executive Directors and Senior Management.
- to instill transparency and openness in the review and approval of compensation package of the Board’s members and Senior Management.
The principal elements of the Executive Directors and Senior Management remuneration program consist of fixed and variable compensation, benefits and other arrangements.
i. Fixed Salary
- For each Executive Director and Senior Management, the Remuneration Committee will determine the amount of Fixed Salary as part of total compensation.
- Fixed salary for each Executive Director and Senior Management is determined based on his/her knowledge, skills, experience and responsibilities assigned.
- Fixed Salary shall be reviewed by Remuneration Committee at least once annually and to report the results of the review to the Board for deliberation and approval. Remuneration Committee will take into consideration, including but not limited to, the performance of respective Executive Directors and Senior Management, country of assignment, country specific annual inflation rate, market rate of pay and etc.
- Executive Directors and Senior Management shall be abstained from deliberation and approval of his/her own fixed salary during the motion.
ii. Benefits and Other Arrangements
Executive Directors and Senior Management receive other benefits-in-kind based on comparable arrangements for comparable in the industry.
- Executive Directors and Senior Management shall be abstained from deliberation and approval of his/her own benefits-in-kind during the motion to deliberate and approval of his/her benefits-in-kind.
The Company’s Non-Executive Directors shall be remunerated in the following manner:
i. Annual Director’s Fees
- Annual director’s fee for Non-Executive Directors is fixed for all Non-Executive Directors based on his/her knowledge, skills, competency, responsibilities assigned to such director and his/her contributions to the Board and the Board Committees.
- Annual director fees for Non-Executive Directors shall be reviewed by the Board as a whole annually and proposed to shareholders for approval in general meeting.
- Allowances are granted to Non-Executive Directors for the purpose to defray cost/expenses incurred by him/her in carrying out the responsibilities assigned in respect of the Board and the Board Committees in which he/she is member. Such allowances shall be subject to review and approval from the Board as a whole annually.
Compensation for Non-Executive Directors shall not be subject to financial performance of the Group and shall not include cash bonus schemes and equity vesting entitlements to prevent potential conflict with their primary role as an independent representative of stakeholders.
Non-Executive Directors shall be abstained from deliberation and approval of his/her own compensation during the motion to deliberate and approval of his/her compensation by the Board.