Board composition and mix

The following are duties assumed by the Board, through the Nomination Committee in connection with the Board composition and mix:

The Board shall have a right mix and balance comprising different expertise, experience and gender diversification for an effective Board.

The Board recognises the importance of independence and objectivity in its decision making process. Where the Chairman of the Board is not an Independent Director, the Board should comprise a majority of Independent Directors to ensure balance of power and authority on the Board.

Whilst the Company’s Articles of Association stipulate a minimum of two (2) Directors, the Board is cognizant of the need to keep its size at a reasonable level vis-à-vis the needs of the Company in order to be effective. Unless otherwise agreed upon by the Shareholders, the Board shall consist of not more than 15(fifteen) Directors with at least one third comprising independent directors.

The Board shall consider the need for its composition to reflect a range of skill mix, gender diversification and expertise. High levels of professional skills, knowledge, expertise, experience and appropriate personal qualities are pre-requisites for directorship in the Company. Without limiting the generality of the foregoing, the qualifications for Board membership are the ability to make informed business decisions and recommendations, an entrepreneurial talent for contributing to the creation of shareholder value, relevant experience, the ability to appreciate the wider picture, ability to ask probing operational related questions, possess high ethical standards, sound practical sense, and total commitment to furthering the interests of the Company’s Shareholders and the achievement of the Company’s goals.

The Board shall be responsible to oversee the selection and assessment of the Directors. The Board shall also be tasked with assessing and recommending the candidature of Directors, appointment of Directors to Board Committee(s), review of the succession plans and training programme. For the assessment and selection of Directors, the Board shall consider the character, experience, competence, integrity and time, as well as the following factors:

• skills, knowledge, expertise and experience;
• professionalism;
• integrity; and
• in the case of candidates for the position of Independent Non-Executive Directors, the Board shall also evaluate the candidates’ ability to discharge such responsibilities/ functions as are expected from Independent Non-Executive Directors.

The Board shall also facilitate the induction and training programmes for Directors, whenever appropriate.

The Board shall have in place a clearly accepted division of power and responsibilities at the head of the Company to ensure a balance of power and authority. For this purpose, the positions of Chairman of the Board and the Managing Director (“MD”) are to be held by different persons.

The Board shall undertake an annual assessment of the independence of its Independent Directors. Emphasis of assessing independence should be focussed beyond the background, economic and family relationships of the Director. Criteria for the assessment of shall be in line with the definition of Independent Director as provided in Section 2 of this Charter.

Consideration shall also be made as to whether the Independent Director can continue to bring independence and objective judgment to the Board’s deliberations.

Remuneration and compensation

Remuneration setting
Subject to the Articles of Association of the Company, the Board of PMHB through the Remuneration Committee shall be responsible for the following in relation to remuneration:

• determine the remuneration of Directors;
• approve the Company’s remuneration policy for Directors; and
• determine the terms of employment of Directors.

The Board shall ensure that Management has implemented policies that encapsulate the following broad principles:

• remuneration packages that reflects the Board’s appetite for risk, against a risk culture which facilitates the effective achievement of long term corporate objectives and goals;
• performance targets should be set to achieve long-term growth and high growth targets whilst accompanied by a justification and information on risk management; and
• remuneration arrangements that are based on tax efficient mechanisms and should not lead to increased costs for the Company.

Remuneration framework
The Company shall ensure that its remuneration framework for Directors is robust and effective enough in the following areas:

• attracting and retaining key personnel of requisite quality that increases productivity and profitability in the long run;
• motivating and creating incentives for Directors to perform at their best; and
• focusing attention on the achievement of desired goals and objectives.

A remuneration framework shall be designed in such a manner that it supports the strategies and long term vision of the Company as well as provide adequate motivational incentive for Directors to pursue the long term growth and success of the Company.