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Gamuda Berhad (29579-T) • Annual Report 2012
Audit Committee Attendance
Meetings
attended
Percentage
Raja Dato’ seri Abdul Aziz
5 out of 5
100%
bin Raja salim
Tan sri Dato’ Mohd Ramli
5 out of 5
100%
bin Kushairi
Ms Wong Chin Yen
(i)
1 out of 1
100%
Tunku Afwida binti
1 out of 1
100%
Tunku A.Malek
(ii)
(i) Ceased as member of the Audit Committee following her
retirement from the Board on 8 December 2011.
(ii) Appointed to the Audit Committee on 1 June 2012.
Audit Committee meetings are also attended, by invitation,
by the Finance Director and senior members of the finance
and internal audit functions. During the year, on the
invitation of the Audit Committee, the external auditors
attended one Audit Committee meeting and also met
privately with the Audit Committee at two (2) separate
meetings, without the executive Directors and the Company
executives present. The private meeting is the forum used by
the non-executive Directors to discuss the performance of
the Group, its management and their ongoing stewardship
of shareholders’ interests. The non-executive Directors and
the external auditors have the opportunity at this time to
raise and discuss any issues of concern in this regard.
The Audit Committee keeps under review the effectiveness of
both internal and external audit as well as the independence
and objectivity of the external auditors. The Audit Committee
received a presentation from the external auditors on its
audit strategy and the scope of work at the June meeting
which it agreed.
The head of internal Audit and the external auditors have
direct access to the Audit Committee at all times.
The terms of reference and further details on the work of the
Audit Committee appear in the Audit Committee Report.
ReMuneRATion CoMMiTTee
Members of the Remuneration Committee are:
• Tan sri Dato’ Mohd Ramli bin Kushairi (
Chairman
)
• Dato’ lin Yun ling
• Tan sri Dato’ seri Dr haji zainul Ariff bin haji hussain
The Remuneration Committee comprises two non-executive
Directors and one executive Director.
Central to the Remuneration Committee’s work is the review
of the Directors’ remuneration packages. The Remuneration
Committee aims to ensure that Directors’ remuneration is
competitive, motivates good performance and loyalty, and
supports growth in shareholder value.
each executive Director’s remuneration package currently
consists of basic salary, annual performance related bonus,
contribution to the national pension fund and benefits-
in-kind such as private medical care, car allowance and
fuel, Group’s club membership and share options. The
remuneration of the non-executive Directors takes the form
primarily of fees and share options, which are approved by
the shareholders.
The Remuneration Committee, whilst establishing the
appropriate levels of the Directors’ remuneration package
for 2012, has considered the information in the salary survey
of comparator listed companies provided from external
sources and information from sources within the Company,
taking into account external market data, conditions within
the business and performance of the Group.
The remuneration of the Directors is recommended by
the Remuneration Committee and ultimately approved
by the Board. no Director is involved in deciding his/her
own remuneration or fees. Further information on the
Directors’ remuneration appears in note 6 of the Financial
statements.