REMUNERATION POLICY

1. Objective

1.1. The objective of this Remuneration Policy (“Policy”) is to outline the principles for the Nomination and Remuneration Committee of CUCKOO International (MAL) Berhad (“CUCKOO” or the “Company”) to determine and propose an appropriate level of remuneration for the Company and its subsidiaries (“Group”) Directors and Key Senior Management.
1.2. The Nomination and Remuneration Committee is responsible for ensuring that Directors and Key Senior Management are fairly remunerated for their responsibilities and contributions to the Group’s overall performance and the levels of remuneration should be sufficient to attract and retain Directors and Key Senior Management of high caliber.
1.3. This Policy should be read together with the relevant enumerations encapsulated in the following:
1. Companies Act 2016;
2. Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”); and
3. Malaysian Code on Corporate Governance (“MCCG”).
1.4. In accordance with Practice 7.1 of the MCCG, board remuneration policies and procedures should appropriately reflect the different roles and responsibilities of non-executive directors, executive directors, and key senior management, and is periodically reviewed and made available on the company’s website.

2. Remuneration Structure

2.1. Fixed Remuneration for Executive Directors
1. The fixed remuneration is determined according to:-
  1. The scope of the duty and responsibilities;
  2. The conditions and experiences required;
  3. The ethical values, internal balances and strategic targets of the Company;
  4. The corporate and individual performance; and
  5. Current market rate within the industry in comparable companies.
2.2. Bonus
1. The bonus in the case of Executive Directors and Key Senior Management is designed to reward outstanding performance. The bonus is granted to reflect the Executive Director’s and Key Senior Management performance as well as its subsidiaries (collectively referred to as “the Group”). A discretionary assessment is made to ensure that all factors which include measurable and not directly measurable are considered
2.3. Fixed Fee for Members of the Board of Directors
1. The fixed fee is determined according to:-
  1. Be on par with the rest of the market;
  2. Reflect the qualifications and contribution required in view of the Group’s complexity;
  3. The extent of the duty and responsibilities; and
  4. The number of Board meetings.
2.4. Fixed Remuneration for Senior Management
1. The fixed remuneration is determined according to:-
  1. The scope of the duty and responsibilities;
  2. The conditions and experiences required;
  3. The corporate and individual performance;
  4. Individual’s overall contribution to the Company’s strategy and operation; and
  5. Current market rate with the industry and comparable companies.
2.5. Other Benefits and Allowances
1. The benefits and allowances which should be decided by the Board as a whole upon the recommendation of the Nomination and Remuneration Committee include:-
  1. Allowance of the Chairman of the Board including chairmanship and memberships of Board Committee.
  2. Meeting allowance;
  3. Expenses such as travelling and entertainment expenses incurred in the course of their duties as directors of the Company; and
  4. Benefit in kind such as company car, petrol, accommodation and such other benefits deemed appropriate and in line with industry standards.

3. Shareholders’ Approval

3.1. The fees of the Directors and benefits payable to the Directors are subject to shareholders’ approval of the Company.

4. Benchmarking and Periodic Review

4.1. Directors and Key Senior Management’s remunerations are reviewed periodically by the Nomination and Remuneration Committee and the Board. The reviews are conducted with reference to benchmarking information, such as survey results released by consulting or accounting companies, and the annual report disclosure of the companies in similar industries or scale.
4.2. The benchmarking exercises are conducted to assess the Group’s competitiveness level in the market. Taking into consideration the Group’s overall performance and benchmarking information, the Nomination and Remuneration Committee and Board will then review and make informed decisions on the remuneration package of the individual Director and Key Senior Management.

5. Monitoring & Reporting

5.1. Disclosure of Directors’ and Key Senior Management remuneration shall be made in the corporate governance report/corporate governance report overview statement in the Company’s Annual Report. Such report/statement shall include details of the Directors and Key Senior Management’s remuneration in accordance with Listing Requirements.

6. Review

6.1. The Nomination and Remuneration Committee shall conduct a period review of the criteria to be used in recommending the remuneration package and will be amended as appropriate to align with the current market practices and requirements of the MCCG. Any requirement for amendment shall be deliberated by the Nomination and Remuneration Committee, and any recommendation for revisions shall be presented to the Board for approval. The latest copy of this policy shall be made available on the Company’s website.

Endorsed by the Board on: 14 August 2024

REMUNERATION POLICY

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