ALWAYS THERE FOR YOU

REMUNERATION COMMITTEE

REMUNERATION POLICY

Purpose

The Remuneration Policy (the "Policy") sets out to provide remuneration principles and guidelines for the Executive Directors ("EDs") and Non-Executive Directors ("NEDs") of 7-Eleven Malaysia Holdings Berhad (the "Company" or "7-Eleven").

In setting the Remuneration Policy, the Remuneration Committee recognises the need for the Company to be competitive in today’s volatile business environment in attracting and retaining talents on its Board. The Policy is designed with the aim to support the Company's key strategies and create a strong performance-oriented environment, and be able to attract, motivate and retain talent. The Remuneration Policy shall adhere to the following key principles:


  • total remuneration shall be set at levels that are competitive with the relevant market and industry;
  • EDs total reward shall be performance-based (i.e. earned through the achievement of performance targets); and
  • incentive plans, performance measures and targets shall be aligned with shareholders' interest in mind.

The remuneration of EDs is made up of basic salaries, monetary incentives, and fringe benefits and is linked to the achievement of corporate performance targets. EDs' remuneration shall accord with the Compensation and Benefits Plan as provided by 7-Eleven.

The remuneration of NEDs is made up of Directors' fees and meeting allowances. The level of remuneration for NEDs shall reflect the experience and level of responsibilities undertaken by the NED concerned. The remuneration of an NED shall not be based on commission, the percentage of profits, or turnover. It shall also not include commission based on the percentage of turnover. Fees payable to NED shall not be increased except in pursuant to a resolution passed at a General Meeting, where notice of the proposed increase has been given in the notice convening the meeting.

Remuneration Committee

The Remuneration Committee determines the Company’s remuneration practices with the aim of attracting, motivating and retaining high calibre EDs and NEDs to deliver value for shareholders and high levels of customer service, safety and reliability in an efficient and responsible manner. Performance-based remuneration is determined in a manner which promotes sound risk management and does not induce excessive risk-taking.

Where the Board appoints a Director to the Company, the Board, at the recommendation of the Remuneration Committee, shall formally determine the non-fee remuneration of the said Director in the spirit of this Policy.

Policy on Salaries of Executive Directors

Salaries for EDs consist of both fixed (i.e. base salary) and variable (performance-based incentive) remuneration components. The remuneration levels of EDs are structured to enable the Company to attract and retain the most qualified Executive Board members.
Variable remuneration may contain any or all of the following:

  • special short-term incentive (i.e. bonus) payments to reward individuals for outstanding business contributions, and in meeting with established key performance indicators ("KPIs") and/or set at a level sufficient to provide the EDs with the motivation to achieve operational targets; and
  • the long-term incentive (i.e. performance-based incentive) payments shall be designed to link the ED's reward with KPIs that drive sustainable growth in shareholder value over the long term, with the objective of aligning the ED's incentives with shareholders' interests, and to balance the short-term with long-term focus.

Policy on Other Benefits (Non-Cash Benefits or Benefits-In-Kind) for Executive Directors

The Company may provide competitive benefits to EDs, such as a fully expensed car or cash alternative in lieu of car, company driver, fuel expenses, private medical insurance and life insurance. Allowances relating to business expenses (i.e. entertainment and travel) incurred are reimbursed such that no additional compensation is given to the EDs.

Policy on Remuneration of Non-Executive Directors

NEDs receive remuneration in the form of Directors' fees and meeting allowances (collectively, known as emoluments) as compensation for their services plus the reimbursement of expenses incurred, if any, in the course of performing their services. The emoluments of NEDs are reviewed by the Remuneration Committee annually. NEDs are not entitled to receive performance-based bonuses nor participate in short-term and / or long-term incentive plans.

Measurable Objectives

On an annual basis, in connection with the performance assessment of each Board member, developments in market practices are considered systematically. The Remuneration Committee shall discuss and agree on all measurable objectives for offering fair remuneration packages for EDs and NEDs and recommend them to the Board for adoption. The Board is free to seek to improve one or more aspects of the remuneration packages and measure progress accordingly. On this, the Board may seek professional advice from outside sources to assist the Board in formulating an attractive compensation and benefits package that aims to attract, retain and motivate talents.

Corporate Governance

On a periodic basis, the Remuneration Committee shall review and assess the effectiveness and continued relevance of this Policy. Any requirement for amendment shall be deliberated by the Committee, and any recommendation for revisions shall be presented to the Board for approval. Based on recommendations from the Remuneration Committee, the Board shall submit any adjustments in Directors' fees to the General Meeting for approval by shareholders.

Disclosure of Directors' remuneration shall be made in the corporate governance statement of the Company's Annual Report. Such report shall include a summary of this Policy and details of the Directors' remuneration in accordance with the Listing Requirements of Bursa Malaysia Securities Berhad.

This Policy shall be held in custody of, and filed by, the Secretary of the Remuneration Committee of 7-Eleven.