Dagang NeXchange Berhad Annual Report 2019

CORPORATE GOVERNANCE OVERVIEWSTATEMENT DAGANG NeXCHANGE BERHAD 60 2.4 Employee Share Option Scheme (“ESOS”) Committee The ESOS Committee was established on 23 November 2015 to implement and administer the ESOS in accordance with the provisions of the ESOS By-Laws. The ESOS Committee shall comprise such persons duly appointed and authorised by the Board from time to time. There were changes in the composition of the ESOS Committee during the financial year ended 31 December 2019 as follows: (i) Encik Zainal ‘Abidin Abd Jalil ceased to be a member of the ESOS Committee upon his retirement as Group Managing Director of DNeX on 22 January 2019; and (ii) Puan Norlila Hassan ceased to be Chairman of the ESOS Committee upon her resignation as Independent Non-Executive Director of the Company effective 31 December 2019. With these changes, the composition of the ESOS Committee is as follows: Name Designation Directorate/Position held Datuk Samsul Husin Member Executive Deputy Chairman Dato’ Wong Kam Yin Member Executive Director Zahid Mohammad Sham Member Chief People Officer, Group Human Resource Lim Kek Siang Member Chief Financial Officer The ESOS Committee meets as and when required. No meeting was held during the financial year. Approval on matter requiring the sanction of the ESOS Committee was sought by way of circular resolution. 3. DIRECTORS’ REMUNERATION The remuneration for the Executive Directors link rewards to corporate and individual performances. Non-Executive Directors are remunerated in the form of directors’ fees which are approved annually by the shareholders at AGM and an attendance allowance of RM1,500 for each Board meeting that they attend. Based on the existing fees structure which was last revised in 2017 and approved by the shareholders at the 49th AGM for the financial year 2019, directors’ fees are at RM10,000 per month for the Non-Executive Chairman and RM5,000 per month for each Non-Executive Director. At Board Committee level, directors’ fees are at RM4,000 per month for the Non-Executive Chairman of the Board Audit Committee and RM2,000 per month for each Non-Executive Director who are members of the Board Audit Committee. Non-Executive Directors who are members of Board Committees are paid attendance allowance for each Committee meeting they attend, at RM1,000 per meeting for the Board Committee Chairman and RM750 per meeting for the members of Board Committee. In addition to the above, Non-Executive Directors including the Non-Executive Chairman are entitled to medical and hospitalisation coverage.