TAN CHONG MOTOR HOLDINGS BERHAD
Annual Report 2014
20
Directors’ remuneration during the financial year ended 31 December 2014 in aggregate, with categorization into
appropriate components, distinguishing between Executive and Non-Executive Directors, is as follows:
Fees
Salaries and/or
Allowances
Bonus Benefits-in-kind
(RM)
(RM)
(RM)
(RM)
Executive Directors
-
10,574,323 5,210,344
119,911
Non-Executive Directors
424,000
102,600
-
37,000
The number of Directors of the Company, whose remuneration band falls within the following successive bands of
RM50,000, is as follows:
Range of remuneration
Executive
Non-Executive
RM100,000 to RM150,000
-
4
RM700,000 to RM750,000
1
-
RM900,000 to RM950,000
1
-
RM4,500,000 to RM4,550,000
1
-
RM9,700,000 to RM9,750,000
1
-
Principle 3 – Reinforce Independence of the Board
The positions of Chairman and Chief Executive Officer of the Company are assumed by Dato’ Tan Heng Chew, the President
of the Company. The Board is of the view that with the number of Independent Non-Executive Directors comprising half of the
current Board composition, coupled with the adoption of the Charter that formally sets out the schedule of matters reserved
solely to the Board for decision making, provides the relevant check and balance to address the positions of Chairman and
Chief Executive Officer being assumed by the same Director.
The President in assuming the position of Chairman, is responsible for ensuring the adequacy and effectiveness of the
Board’s governance process and acts as a facilitator at Board meetings to ensure that contributions from Directors are
forthcoming on matters being deliberated and that no Board member dominates discussion. As the leader of the Executive
Team (as defined in the Charter), the President, supported by Executive Vice Presidents, Chief Financial Officer and other
senior management personnel in the Executive Team, implements the Group’s strategies, policies and decision adopted by
the Board and oversees the operations and business development of the Group.
The Independent Non-Executive Directors bring to bear objective and independent views, advice and judgment on interests,
not only of the Group, but also of shareholders, employees, customers, suppliers and the communities in which the Group
conducts its business. Independent Non-Executive Directors are essential for protecting the interests of shareholders and
can make significant contributions to the Company’s decision making by bringing in detached impartiality. Dato’ Ng Mann
Cheong has been identified by the Board as the Company’s Senior Independent Non-Executive Director, to whom concerns
may be conveyed by fellow Directors, shareholders and other stakeholders.
The Nominating Committee assesses the independence of the Independent Non-Executive Directors based on criteria set
out in the Listing Requirements of Bursa. The Charter provides a limit of a cumulative term of nine (9) years on the tenure of
an Independent Non-Executive Director and thereafter he or she will be re-designated as a Non-Independent Non-Executive
Director. In the event the Board intends to retain the Director as an Independent Non-Executive Director after the latter has
served a cumulative term of nine (9) years, the Board must justify the decision and seek shareholders’ approval at general
meeting. In justifying the decision, the Nominating Committee is required to assess the candidate’s suitability to continue as
an Independent Non-Executive Director based on the criteria on independence as adopted by the Board.
CORPORATE GOVERNANCE STATEMENT
