Nomination and Remuneration Committee ("NRC")

Subsequent to the approval given by BNM on 14 April 2010 in respect of the proposed merger of the NRC, the Board at its meeting held on 27 May 2010 had approved the merger of the Nomination Committee and Remuneration & Establishment Committee into one new committee, known as the NRC, in line with the practice adopted by other major banks and GLCs and to reflect compliance with the Revised BNM/GP1.

The members of the NRC are as follows:-
 

• Dato’ Seri Ismail Shahudin (Chairman)
• Tan Sri Dr Hadenan A. Jalil
• Dato’ Dr Tan Tat Wai
• Encik Zainal Abidin Jamal
• Mr Alister Maitland
   

The NRC held two meetings and each of the Nomination Committee and the Remuneration and Establishment Committee met 9 times during the year. Details of attendance of meetings by members are stated on page 183 of the Annual Report 2010.

The terms of reference of the NRC have been streamlined to ensure adequate focus on key issues under its purview which have been categorised into the following four main areas:-
(i) Group Human Capital Policies and Strategies;
(ii) Appointment of Directors and senior management (including the relevant remuneration);
(iii) Performance assessment of Directors and Chief Executive Officer; and
(iv) Succession planning and talent management.

The broad responsibilities of the NRC are as follows:-

1. To provide a formal and transparent procedure for the appointment of Directors and CEO as well as assessment of effectiveness of individual Directors, Board as a whole and the performance of the CEO and key senior management officers; and
2. To provide a formal and transparent procedure for developing a remuneration policy for Directors, CEO and key senior management officers and ensuring that compensation is competitive and consistent with the licensed institution’s culture, objectives and strategy.

The specific responsibilities of the NRC include, amongst others, the following:-

• To recommend to Maybank Board, the appointment, promotion and remuneration as well as compensation policies for executives in key management positions;
• To recommend to the Maybank Board, a Leadership Development framework for the Group;
• To oversee the general composition of the Board (size, skill and balance between Executive Directors and Non-Executive Directors);
• To recommend to the Maybank Board, a framework of remuneration for Directors, covering fees, allowances and benefits-in-kind in their work as Directors of all boards and committees;
• To recommend to the Board a policy regarding the period of service for the Executive and Non-Executive Directors;
• To assess the performance and effectiveness of individuals and collective members of the Boards and Board Committees of the Group and its subsidiaries, as well as the procedure for the assessment;
• To recommend measures to upgrade the effectiveness of the Boards and Board Committees;
• To recommend to the Maybank Board a Performance Management framework/model, including setting of the appropriate performance target parameters and benchmark for the Group Balanced Scorecard at the start of each financial year;
• To oversee the succession planning, management and performance evaluation of executives in key management positions;
• To consider and recommend solutions on issues of conflict of interest affecting Directors; and
• To assess annually that Directors and key senior management executives are not disqualified under section 56 of the BAFIA.