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Past Events

4 CPD points HRDF Claimable

Say on Pay: What do Boards Need to Know?

Shai Ganu

“In today’s economy, no company can fend itself off from becoming a target of activist investors – whether they are large or small, underperforming or a market leader.”

The PowerTalk Series on Remuneration is part of ICDM’s effort to encourage dialogue among Malaysian corporate directors on one of the most debated topics locally and globally − corporate directors on one of the most debated previous edition in addressing the misconception of board remuneration and seeks to drive solutions and actions that directors can apply to their businesses in balancing remuneration with gains.

Historically, major institutional investors have been focusing purely on financial strategies plus performance and have kept a low profile in governance. This is no longer the case as a new generation of activist shareholders is on the rise – those that are beginning to flex their muscles on deeper issues beyond numbers.

Through the list of governance and sustainability principles, companies are now being monitored on board and executive compensation, appointment of independent directors, the formation of board committees, CEO succession initiatives and the appointment of non-executive chairs. As a matter of fact, smaller companies are now increasingly facing scrutiny on the issue of board remuneration.

Whilst the views of these shareholder activists are becoming increasingly dominant, how do we ensure that there is a balance on expectations and deliverables by the board of directors, and avoid the use of shareholder voices as a tool in squeezing short-term financial gains at the expense of long term development and profit?

Foster a better understanding and acceptance of remuneration issues with shareholders and alignment of company interests

Develop an appropriate remuneration structure that takes into account the overall business performance and employees’ remuneration

Create a balance between getting the right talents to sit on boards as independent directors with the right remuneration package

Determine how much or how little a company should rely exclusively on peer analysis and market benchmark to justify levels of remuneration

Educate institutional investors and manage the ‘perceptions’ of pay gaps between businesses and shareholders and what is regarded as reasonable and commensurate with the level of expertise, knowledge and experience of a board member

Learning Outcomes

  • Identify the various mechanisms to strengthen remuneration governance.
  • Understand global and regional shareholder activism, and trend towards giving shareholders more control on pay issues.
  • Developing defensible remuneration structures (for boards and management) – that balance performance, risk, motivation, and shareholders’ interests.
1.15pm Registration
2.00pm Context Setting by Michele Kythe Lim, President/CEO of ICDM
2.10pm PowerTalk
Say on Pay: What Do Boards Need To Know?
By Shai Ganu
4.30pm Networking Break
5.00pm Insights Xchange: Balancing Shareholders ‘ Expectations and Board Remuneration
An ideation session between the panel and audience to exchange insights, challenge opportunities, discuss possibilities and find solutions.With Lya Rahman, Advisor/Council Member, Institutional Investors Council
6.00pm End of Event

ICDM reserves the right to amend the programme in the best interest of the event and will not be responsible for cancellations due to unforeseen circumstances.


Managing Director, Rewards Business Leader –
Asia Pacific of Willis Towers Watson

Shai is the Managing Director; Rewards Business Leader – Asia Pacific of Willis Towers Watson. He serves on the Compensation Committee of a leading FMCG company in ASEAN, the Human Resource and Finance Committees of not-for-profit organisations in Singapore and more recently, as a non-executive director of a listed company in Singapore.

His expertise is in the diagnosis, design and implementation of human capital solutions; notably board and executive reward frameworks, long and short-term incentive plans (equity and cash based), sales force
architecture, change management and culture transformation – in other words, the attraction-motivation and retention-productivity strategies.

Shai is passionate about enhancing corporate governance in Asia, helping companies make informed people-decisions based on sound analytics as well as building and growing teams in new markets.