Addressing Hot-button Issues and Priorities
The Nomination and Remuneration Committee (NRC) is the fore engine to ensure that boards are thoughtfully composed with the right mix of skills and expertise and diverse thinking to oversee forward-looking strategies.
Stakeholders’ expectations of NRC have increased. Regulators and investors are demanding for greater transparency on the board’s approaches to optimising their composition and to have a more rigorous process around the direction of selection, nomination, and appointment. Pressure asserted by the institutional investors for more women directors and reducing the number of long-serving independent directors on board by voting against the re-appointment of the NC Chair is becoming more prevalent. The after-effects of the COVID-19 pandemic, business recovery and growth, and ESG commitments continue to test the skills and experience of corporate directors.
As part of ICDM’s advocacy efforts to strengthen board committee roles, we strive to bring together all NRC chairmen and members to an informal, candid and thought-provoking ongoing discussion. The discussion will be moderated by Prof Mak Yuen Teen with panellists Datuk Mohd Radzif bin Mohd Yunus, ICDM, Ms Rowina Ghazali Seth, ICDM and Mr Shailesh Ganu, ICDM.
Some of the hot-button issues and priorities to start you thinking hard and to be discussed under the Chatham House Rule:
- Board composition & diversity: How do you fulfil regulatory requirements such as restriction of chairman’s involvement in audit, nomination and risk committee, the need to have 30% women on board as well as having a board member with ESG experience and ensuring there is sufficient diversity on board too? How do you identify the gaps in skills, background, and experiences to bring the organisation forward? Do you use a board skills matrix as part of your search and nomination process for directors? What is the optimum board size and composition? Are there enough board talents to fill the gaps?
- Board sourcing: Many boards have identified the need to have new non-traditional skills and experience on board, yet research has shown that most of them are still relying on personal networks (within traditional skillset) when looking for new board candidates. How are you sourcing for your new board members? Why are boards not using independent search firms to source for directors? Are you open to younger executives or candidate without previous board experience, but is digital or social media savvy?
- Board tenure & succession plan: How will you deal with those INEDs approaching the new 9- or 12-year term limit as well as non-performing directors? Do you plan to reappoint any long-tenured INED as an NINED? Has the board policy been updated to consider situations when a long-tenured INED will be re-appointed as a NINED? Do you have a formal succession plan in place for boards and senior management?
- Board fit and proper policy: Do you foresee any challenges in implementing a fit and proper policy for directors, especially in situations where there is a controlling shareholder who is pushing to appoint certain directors? How would you handle the situation where one of your existing directors no longer meets the fit and proper policy?
- Board Evaluation & development: How do you currently assess your board’s effectiveness? How could it be better? What is your take on the recommendation for doing an external board evaluation every 3 years? How do you use the current board evaluation in supporting continuous development of your board member? How is NRC playing this role? Do you have proper planning for board training or is it mostly based on adhoc requests by individual directors?
- Impact of ESG on NRC’s responsibilities: How is the focus on environmental, social and governance (ESG) issues impacting the work of the NRC in areas such as board composition, director development/training, succession planning for directors and key management, board evaluations; and remuneration of key management?
- Linking ESG to executive remuneration: ESG and remuneration: Do you currently link or plan to link ESG factors, such as energy transition (“E”); employee welfare, health and safety (“S”); and anti-bribery initiatives (“G”); to the remuneration of the CEO and other key management? Do you think ESG should be factored into remuneration of key management and if so, how? Should it be linked to the annual bonus, long-term incentives, or both?
To ensure continuous support is available for the NRC community, we will also set up an NRC Circle at the end of the session. More information on the NRC Circle will be shared then.
Rowina Ghazali Seth, ICDM
INED, UEM Edgenta Berhad and Chairman, NRC, UEM Edgenta Berhad
Rowina Ghazali Seth began her 32-year career in SHELL in the Information Technology Division in 1985. She thereafter assumed various local and global positions in SHELL’s upstream, downstream and business operations, including as Director of SHELL Business Services Sdn Bhd.
Rowina was SHELL Malaysia’s first female General Manager of Corporate Affairs. Her last position at SHELL was Director, Government Affairs, building the function from inception and pioneering the lead role. She has extensive experience in strategic government relations, reputational and crisis management, strategic CSRs, and People and change management programmes.
During the course of her career, Rowina also served as Chairman of the Shell Sustainable Development Fund, Deputy President of the Shell Women’s Action Network, and Trustee of the Shell Scholarship Fund. She was also Vice President of the Business Council for Sustainable Development Malaysia (BCSDM), and an active mentor in the Young Corporate Malaysia programme.
Rowina is currently serving as Director of Hong Leong Islamic Bank Berhad, INED of Velesto Energy Berhad, where she is Chairman of its Risk Management Committee, and INED of UEM Edgenta Berhad and Chairman of its Nomination-Remuneration Committee.
Shai Ganu, ICDM
Managing Director and INED, Willis Towers Watson (WTW)
Shai Ganu is WTW’s Global Leader for Executive Compensation & Board Advisory business.
He leads a team of over 500 exceptional consultants, across 40 countries, who are trusted advisors to clients on issues related to board and executive compensation, performance management and incentives, board effectiveness, organisation transformation, future of work, and human-capital governance.
Based in Singapore, Shai has extensive experience working closely with the Boards and management teams of some of the largest companies in the world. He is a trusted advisor to more than 100 Boards, Remuneration Committees, and Nomination Committees.
His focus areas are board and executive compensation, Board effectiveness, ESG strategies, total rewards, performance management, sales effectiveness, equity plans, organisational effectiveness, and digital transformation projects. He specialises in banking, insurance, real estate, and telecommunications industries, and works extensively with sovereign wealth funds, private equity, and family businesses.
Shai is a member of the Governing Board of the Singapore Institute of Directors (SID) and faculty member at SID, Institute of Corporate Directors Malaysia (ICDM) and other NED associations in the region – and teaches courses related on Remuneration, Nomination, Talent Management, and Sustainability (ESG) matters. He is a member of the Global Governing Board of Climate Governance Initiative, and is a co-founding member of the Singapore chapter and ASEAN network.
An avid researcher and writer, Shai regularly contribute his thought-leadership to business media on issues related to corporate governance, executive pay, Board effectiveness, diversity and inclusion, and Future of Work. He was the lead author for the Remuneration Committee Guidebook for the SID and has also written chapters for HR textbook for MBA courses. Shai serves on Boards and HR Committees of leading companies and not-for-profit organisations in the region. He is also an Associate Lecturer teaching strategic HR, Compensation, and Leadership related courses for MBA and Masters programmes.
Datuk Mohd Radzif bin Mohd Yunus, ICDM
INED, Heitech Padu Berhad and Member, Nomination Committee, Heitech Padu Berhad
Datuk Mohd Radzif has held various leadership positions in healthcare, banking, property consultancy, real estate development, construction and investment.
In 2003, he was appointed as the Chief Executive Officer of Institut Jantung Negara Sdn. Bhd. He then assumed the position as Group Managing Director of IJN Holdings Sdn. Bhd. in 2006 prior to his appointment as Managing Director of Small Medium Enterprise Development Bank Malaysia (SME Bank) in 2010.
Subsequently, in 2014, he was redesignated as Group Managing Director of SME Bank, the last executive post he held until June 2017.
He was awarded the Malaysian Business Leadership Award for Healthcare in 2009. In 2015, he was accorded the CEO of the Year award by the Association of Development Financing Institutions in Asia and the Pacific in recognition of his remarkable achievement in transforming SME Bank.
Datuk Mohd Radzif holds a Bachelor’s Degree in Applied Science Property Resource Management with Finance from University of South Australia, Australia.
He is a Member of Institute of Corporate Directors Malaysia and a certified Risk Director by Institute Enterprise Risk Management. He is also a registered Valuer, Real Estate Professional and Property Manager, Board of Valuers Malaysia.
Datuk Mohd Radzif currently sits on the Boards of DuoPharma Biotech Berhad and Amanah Raya.
Prof. Mak Yuen Teen
NUS Business School, Accounting Professor
Professor Mak Yuen Teen, PhD, FCPA (Aus) is Professor (Practice) of Accounting at the NUS Business School. He served on the Corporate Governance Committee which developed the first Code of Corporate Governance in Singapore in 2001, the Council on Corporate Disclosure and Governance which revised the Code in 2005, and the Corporate Governance Council which revised the Code in 2018. He was recently appointed to a second three-year term on the Corporate Governance Advisory Committee under the Monetary Authority of Singapore. Professor Mak has been involved in the development of several corporate governance indices and scorecards in Singapore and the region, and has served as a member or chair of various corporate governance award committees. He regularly conducts training for directors, regulators and other professionals, including for nominating and remuneration committee members. He has written many case studies, reports and articles in corporate governance and has a personal website called Governance for Stakeholders, where he shares his views on current issues in corporate governance.