1. Objective
Magni-Tech Industries Berhad (“Magni”) Group has established a Remuneration Policy for the Directors and Key Senior Management which with the objective of setting fair, competitive and performance driven remuneration packages. This policy aims to attract, retain and motivate individuals of high calibre whose values and performance are aligned with the Group’s strategies priorities and long-term objectives, while also supporting strong governance and sustainable growth.
This Policy ensures they are offered with an appropriate level of remuneration that commensurate with their contributions, performance and responsibilities.
2. Policy on Remuneration
The Remuneration Committee (“RC”) shall assist the Board in establishing and implementing the Remuneration Policy by developing and administering fair, transparent and structured processes for determining, reviewing, evaluating and recommending remuneration packages for Directors and Key Senior Management.
2.1 Non-Executive Directors (NEDs):
Non-Executive Directors receive a fixed annual fee for their Board responsibilities. An additional annual fee may be payable to any director who serves as a Board committee member, depending on the role (e.g. Chairperson or member). The quantum of annual fee is determined collectively by the Board and is subject to the shareholders’ approval at the Annual General Meeting. Non-Executive Directors who are shareholders should abstain from voting at general meetings on resolutions related to their own remuneration.
2.2 Executive Directors and Key Senior Management:
Remuneration of Executive Directors and Key Senior Management may comprise both a fixed and a performance based or variable component.
Fixed remuneration (namely basic salary, allowance and other benefit) is determined on the basis of their role and position, including their professional experience, responsibility, job complexity, as well as according to the prevailing market practice and economic situation.
The performance-based remuneration (namely bonus and performance incentive) is based on a combination of an assessment of the individual’s achievement of Key Performance Indicators (KPIs) and the overall performance of the Group, subsidiaries and relevant business unit, taking into consideration of stakeholders’ long-term interests. Performance-based remuneration is generally disbursed in cash as bonus and/or performance incentive.
Executive Directors do not participate decisions regarding their own remuneration to avoid conflict of interest.
3. Roles and Responsibilities in Remuneration Decisions
3.1 The Board, together with the RC, shall:
- Consider factors such as qualifications, experience, skills, job complexity and the Company’s performance and market practices when deciding the remuneration of Directors and Senior Management, ensuring it reflects their contributions and supports the Company’s goals.
- For Non-Executive Directors, take into account their responsibilities, time commitment, attendance and market practices in setting fair and reasonable fees.
- Link part of the remuneration to individual and Company performance based on agreed KPIs.
- Review the remuneration of Directors and Senior Management annually to ensure continued competitiveness and fairness.
- Adjust remuneration or provide additional rewards, where appropriate, to reflect outstanding performance, in line with the Company’s culture and strategy.
- Regularly review the overall remuneration process to ensure it stays relevant and aligned with the Company’s evolving business needs.
3.2 Final Authority
The Board holds the final authority for implementing this policy and approving all remuneration packages for Directors and Senior Management.
4. Adoption of the Policy
This Remuneration Policy of Directors and Key Senior Management was formally adopted by the Board and will be reviewed periodically to ensure that it continues to meet the needs of the Group and complies with applicable legal and regulatory requirements.