1. INTRODUCTION

This policy sets out the criteria to be used in recommending the remuneration packages of Directors and Senior Management of Pesona Metro Holdings Berhad (the “Company”) and is in line with the best practice provisions of the Malaysian Code on Corporate Governance.

2. OBJECTIVES

This policy is designed to:

(a) Determine the level of remuneration packages of the Directors and Senior Management.

(b) Attract, develop and retain high performing and motivated Executive Directors and Senior Management with a competitive remuneration package.

(c) Provide a remuneration such that the Executive Directors and Senior Management are paid a remuneration commensurate with the responsibilities of their positions, reflecting their contributions for the year and which are competitive and consistent with its culture and strategy.

(d) To ensure the level of remuneration of Non-Executive Directors are linked to their level of responsibilities undertaken and contributions to the Board.

(e) The Remuneration Committee (“RC”) is empowered to make qualitative and quantitative assessment of performance in reaching its recommendations. The RC is also empowered to provide appropriate disclosure of their assessment, if required, so that shareholders can understand the basis of its recommendation.

3. REMUNERATION COMPONENTS

(a) Fixed Remuneration for Executive Directors and Senior Management

(i) The fixed salary is determined according to:-

• The scope of the duties and responsibilities;
• The conditions and experiences required;
• The ethical values, internal balances and strategic targets of the Company;
• The corporate and individual performance including but not limited to
managing material sustainability risks and opportunities;
• Current market rate within the industry and in comparable companies; and
• The scale and complexity of both the business and the role.

Senior Management means personnel who are primarily responsible for running the Company and its subsidiaries’ business operations, management of corporate and financial affairs and who shall report directly to the Managing Director to assist the Board in meeting the operational objectives, strategic goals, and business requirements of the Group.

(ii) Executive Directors and Senior Management are entitled to receive those benefits available to the Company. The said benefits include group insurance coverage, medical benefits, motor vehicle related benefits and annual leave. In addition, they may receive other benefits that are considered to be appropriate in terms of the individual’s role.

(b) Bonus

The bonus in the case of Executive Directors and Senior Management is designed to reward outstanding performance. The bonus is granted to the Executive Directors’ and Senior Management’s performance against annual measures and targets set at the start of the year as well as Group results. A discretionary assessment is made to ensure that all factors which include measurable and qualitative criteria are considered.

(c) Fixed Fee for Non-Executive Directors

The fixed fee is determined according to:-

• 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 duties and responsibilities;
• The number of Board meetings; and
• The corporate and individual performance.

(d) Other Benefits and Allowances

The benefits and allowances which should be decided by the Board as a whole include:-

• Chairman’s allowance;
• Meeting allowance;
• Expenses incurred in the course of their duties as Directors; and
• Benefits-in-kind such as motor vehicle, petrol, driver, medical benefits, use of mobile phone and accommodation.

4. REMUNERATION PROCEDURES

(a) The RC reviews the annual salaries, incentive arrangements, service arrangements and other employment conditions for the Executive Directors. Appropriate recommendations will then be made to the Board for approval. The Executive Directors should not be involved in deciding their own remuneration.

(b) Senior Management reports to the Executive Directors who are evaluated annually premised on annual measurements and targets set. Thus, the remuneration of Senior Management only requires Executive Director’s approval.

(c) The determination of the remuneration for Non-Executive Directors is a matter for the Board as a whole and is subject to shareholders’ approval. The Non-Executive Directors should not be involved in deciding their own remuneration.

(d) The policy of the RC is in line with the Group’s overall practice on compensation and benefits, which is to reward employees competitively, taking into account performance, market comparisons and competitive pressures in the industry. Whilst not seeking to maintain a strict market position, it takes into account comparable roles in similar organisations.

5. PERIODIC REVIEW AND DISCLOSURE

The Remuneration Policy and Procedures will be reviewed as and when required and updated in accordance with the needs of the Company and any new regulations. Any revision or amendment to this Policy shall first be presented to the Board for its approval.

Upon the Board’s approval, the said revision or amendment shall form part of this Policy.

This Policy is published on the Company’s website at www.pesona.com.my.

The Remuneration Policy and Procedures for Directors and Senior Management was last reviewed by the Board on 18 April 2024.