Directors' Remuneration

Directors’ remuneration is generally determined at levels which would continue to attract and retain Directors of such calibre to provide the necessary skills and experience as required and commensurate with the responsibilities for the effective management and operations of the Group.
 

For the Executive Director, the component parts of remuneration are structured so as to link short and long-term rewards to corporate and individual performance. A significant portion of the Executive Director’s compensation package has been made variable in nature to be determined by performance during the year against the individual Key Performance Indicators in a scorecard aligned with the corporate objectives, and approved by the Board.
 

For Non-Executive Directors (“NEDs”), the level of remuneration generally reflects the experience and level of responsibilities undertaken. The determination of remuneration packages for NEDs including the Non- Executive Chairman, is a matter for the Board as a whole following the relevant recommendation made by the Nomination and Remuneration Committee (NRC).
 

The current remuneration policy of the Directors comprises the following:-
 

(a) Basic salary
Basic salary of the Executive Director is based on the recommendation of the NRC.
 

(b) Director’s fees and meeting allowances (in effect since 2006)
For Board of Directors, RM120,000 per annum for Chairman, RM110,000 per annum for Vice Chairman and RM100,000 per annum for each NED. For Board Committees, RM12,500 per annum for Chairman and RM10,000 per annum for members.

The meeting allowance is RM750 per meeting.

(c) Benefits-in-kind and emoluments
Benefits for NEDs include medical coverage, insurance coverage (Group Personal Accident, Group Term Life and Directors & Officers’ Liability), travel benefits and use of Maybank holiday apartments/ bungalows.

The Chairman is also paid monthly other emoluments commensurate with responsibilities befitting his position, for example in representation and organisation capability building.
 

The Board in 2007 had approved certain benefits for retired NEDs which would be enjoyed by Directors who have served on the Board for five years or more, amongst others banking products at privilege rates and use of Maybank holiday apartments/bungalows.
 

Note: The Bank’s Employee Share Options Scheme (ESOS) which was also applicable to certain eligible NEDs had lapsed in August 2009, following a decision made in May 2006 to discontinue it for fiscal reasons.

Mindful that Maybank’s Director remuneration had lagged the market, more so given the expanding scope of the Group’s activities, the Board in November 2009 decided to undertake a review of NEDs remuneration framework to ensure that remuneration commensurate with the responsibilities assigned to Directors. To ensure an independent and holistic review, the Board appointed Messrs. PricewaterhouseCoopers (“PwC”) to undertake the review exercise. PwC coincidentally was also commissioned by BNM-Financial Institutions Directors’ Education (“FIDE”) to assess the framework for remunerating NEDs given the aftermath of the global financial crisis.

The NRC and the Board had deliberated on PwC’s recommendations. The proposed revised Maybank’s NEDs remuneration pertaining to Maybank Directors’ fees and meeting allowances was approved by shareholders at the AGM on 29 September 2010.