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089
Corporate
Governance
Gamuda Berhad (29579-T)
Annual Report 2013
Audit Committee meetings are also attended, by invitation,
by the Finance Director and senior members of the finance
and internal audit functions. During theyear, at 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 presence of the Executive Directors and the Company
executives. 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, and Group’s club membership.
The remuneration of the Non-executive Directors takes
the form primarily of fees, which is approved by the
shareholders.
The Remuneration Committee, whilst establishing the
appropriate levels of the Directors’ remuneration
package for 2013, 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.
The Remuneration Committee meets not less than once a
year. One Remuneration Committee meeting was held in
2013. The attendance is shown below.
Remuneration Committee attendance
Meetings
attended
Percentage
Tan Sri Dato’ Mohd Ramli
bin Kushairi
1 out of 1 100%
Dato’ Lin Yun Ling
1 out of 1 100%
Tan Sri Dato’ Seri Dr Haji
Zainul Ariff bin Haji Hussain
1 out of 1 100%