Pesona Metro Berhad | Construction, Polyurethane Products, Modular Panels, Developer
  • Board Committee

    The Board has the right to establish Committees from time to time, in the discharge of its duties and responsibilities. Where a Committee is formed, specific terms of reference of the Committee shall be established in writing to cover matters such as the objective, composition, functions, roles and responsibilities of the Committee, including whether the Committee has the power to decide or to make recommendation to the Board on specific matters. The terms of reference of the Board and its Committees shall be approved by the Board, as a whole.

    Board Committees terms of reference
    Board Committee with specific written terms of reference has been established as follows:

    Audit Committee (“AC”)
    The primary objective of the AC is to assist the Board in fulfilling its fiduciary duties relating to internal control, risk management, corporate accounting and reporting practices of the Company. In accordance with the Listing Requirements, the Board shall review the terms of office and performance of the AC and each of its members at least once every 3 years to determine whether the AC has carried out its duties in accordance with its terms of reference.

    The duties and responsibilities of the AC are as set out in the Terms of Reference of the AC, a document which is maintained separately from the Board Charter.

    Nomination Committee (“NC”)
    The composition of the NC shall consist of non-executive Directors, a majority of whom shall be independent and chaired by an Independent Director.

    The Nomination Committee is responsible for proposing new members to the Board and Board Committees, for assessing on an annual basis, the contribution of each individual Director and the overall effectiveness of the Board. The final decision as to who shall be appointed as Director remains the responsibility of the full Board, after considering the recommendation of the Nomination Committee.

    The terms of reference of the Nomination Committee are as follows:
    • To annually review the required mix of skills, experience and other qualities, including core competencies which non-executive directors should bring to the Board and such information will be disclosed in the annual report;
    • To recommend to the Board, candidates for all directorships by reviewing the composition of independent directors in the board by taking into consideration the tenure of independent directors which shall not exceed nine(9) years and assessment of the independent directors to be done annually;
    • To consider, in making its recommendations, candidates for directorships within the bounds of practicability, by any other senior executive or any director or shareholder;
    • To recommend to the Board, directors to fill the seats on Board committee including gender diversity policies and targets with encouragement on recruitment of female directors.
    • To assess the effectiveness of the Board as a whole, the committees of the Board, and the contributions of each individual director;
    • To examine the size of the Board with a view to determining the impact of the number upon its effectiveness

    Meetings of the Nomination Committee are held as and when necessary, and at least once a year.

    Remuneration Committee(“RC”)
    The RC shall consist of non-executive directors of whom majority shall be independent Directors and chaired by an independent Director.

    The primary objective of RC is to review the remuneration packages, reward structure and fringe benefits applicable to the MD, executive Director and senior management on an annual basis and makes recommendations to the Board. The Board as a whole determines the remuneration of the MD and the executive Director with each individual Director abstaining from decision in respect of his own remuneration.

    In establishing the level of remuneration for the MD, executive Directors and senior management, the RC is able to make reference to the packages offered by comparable companies, and may obtain independent advice, where applicable

    The terms of reference of the RC are as follows:-
    • To review and recommend the remuneration packages of the Executive Directors in all its terms, drawing from outside advice whenever necessary prior to making the relevant recommendations to the Board such that the levels of remuneration are sufficient to attract and retain the directors needed to run the Company successfully;
    • The determination of remuneration package of non-executive directors should be a matter of the Board as a whole.

    Meetings of the Remuneration Committee are held as and when necessary, and at least once a year.