Through the group assignment it was found that there is no disclosure on senior managements’ remunerations in Cocoaland Holdings Berhad annual report. The code mentioned that the Audit Committee has policies and procedures to evaluate the suitability, objectivity and independence of the external auditor. For Boards to achieve that The Remuneration Committee shall follow the procedure by having meeting at least once a year and otherwise as required and minutes of the meetings must be kept. The RC meetings will be administrated by the same rules as set in the Company’s Constitution, as they apply to meetings of the Board.
The remuneration reporting conditions includes disclosing a summary of the Company’s policies and practices on the deferment of performance-based remuneration and the reduction, cancellation or recover of performance-based remuneration in the event of severe wrongdoing or a material misstatement in the Company’s financial statements and whether there is any gender or other bias in remuneration for directors, senior executives or other employees. The Committee should also report the results of the Remuneration Committee’s review of this Remuneration Committee Charter and comment on the Remuneration Committee’s operation and composition.
Moreover, the Committee in relation to the remuneration function is to recommend the remuneration framework to attract and retain the Directors and Senior Management required to run the Company successfully for the Board’s approval. The remuneration package should be associated with the business strategy and Company’s long term objectives. The Committee observes matters related to nomination of new Directors, review the required mix of skills annually, experience and other requisite qualities of Directors as well as undertakes the annual assessment of the effectiveness of the Board as a whole. They are also liable for recommending to the Board the remuneration framework for Directors, reviewing the remuneration package for Executive Directors and Senior Management as well as the remuneration outline of employees of the Group.
Through this procedure, the Committee has to identify qualified individuals to serve as Board members and recommending such candidates for appointment to the Board and Board Committees. They have to carry out periodic evaluations for assessment of the effectiveness of the Board as a whole.
Each individual Director should be appraise annually and disclosed in the annual report. The Board through the Committees shall establish a certain criteria for the assessment of all Directors. While setting up these criteria, attention shall be given to the values, principles and skills required for the Group. These criteria will serve as a basis of reference for prospective and mandatory Directors for the Board’s annual assessment and shall be reviewed regularly to sustain their relevance.
The evaluation shall consist of the performance of the Board, the various Board Committees and each individual Director. The Board should disclose how such assessment has been carried out and its result in the annual report including the identity of the third party if the assessment is carried out by an independent third party.