Group Overview Financials Other information Sustainability and Governance Operation and Financial Review Indofood Agri Resources Ltd. 42 CORPORATE GOVERNANCE The evaluation forms are designed to seek the Directors’ views on various aspects of the Board and Board Committees’ performance and competencies to assess their overall effectiveness. The Chairman is assessed by his fellow Board members on his ability to lead the Board, establish proper procedures to ensure the effective functioning of the Board, and facilitate meaningful participation and open communication during Board meetings. The NC evaluates the contributions and performance of the Directors and recommends key areas for improvement in its report to the Board. The Board, through the NC, will use its best effort to ensure that all the Directors appointed to the Board and the Board Committees, whether individually or collectively, possess the background, experience, business knowledge, competencies in finance and management skills critical to the Group’s operations. The Board will also ensure that each Director is able to offer an independent and objective perspective to enable sound, balanced and well-considered Board decisions to be made. To ensure confidentiality, the completed evaluation forms will be submitted to the Company Secretary for collation. The consolidated responses will be presented to the NC for review and discussion, before the findings and suggestions for improving the effectiveness of the Board and Board Committees are presented to the Board. No external facilitator was used during the performance evaluation of the Board for the financial year ended 31 December 2024. Considering the Board transition with three new IDs in May 2024, the Board will be conducting its annual review using the evaluation forms in 2025. REMUNERATION MATTERS PRINCIPLE 6: Procedures in Developing Remuneration Policies Remuneration Committee: The RC is chaired by Mr Philip Yeo Liat Kok (ID), with Messrs Axton Salim (NED) and Andreas Tan (ID) as members. The RC meets at least once a year to review and approve the remuneration package and terms of employment for the Directors and key management personnel (“KMP”). The RC shall review and recommend to the Board on all aspects of remuneration for the Directors and KMP, including the Directors’ fees, as well as salaries, allowances, bonuses and benefits-in-kind for the KMP. The RC will ensure that the termination pay-out, retirement payment, gratuity, ex-gratia payment, severance payment and other such compensations in the employment contracts of the KMP are reasonable and not overly generous. The RC shall submit its recommendations on the remuneration package for the KMP as well as present the Directors’ fees as a total sum to the Board for endorsement before tabling its proposal at the AGM for the shareholders’ approval. The RC is empowered to review the HR management policies of the Group and may seek external professional advice on remuneration and HR matters. PRINCIPLE 7: Level and Mix of Remuneration The Company’s remuneration policy aims to reward the EDs and the Management based on their performance and contributions to the Group and to ensure the remuneration is commercially competitive to attract and retain the right talent. The remuneration package is carefully structured to deliver sustained performance and value for the Group and to strengthen the accountability and commitment of the Management in today’s highly globalised and competitive environment. Remuneration for the IDs and NEDs: The RC adopts a Base Fee Remuneration model for the IDs. The Director’s fee is benchmarked against various factors, including prevailing market practices and industry norms as well as the roles and responsibilities of the IDs and NEDs in the Board and Board Committees. IDs who chair the Board or Board Committees are paid higher fees given their greater responsibilities. Those who join the Board Committees are paid additional fees for their services.
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