Eileen Wong 17WBR11737

Ken Holdings Berhad is a listed company based in Malaysia which is engaged in

two business segments: construction and property development. The Members of
Remuneration Committee (RC) composition are stated below: 

Loo Pak Soon

Chairman
(Non-Independent Non-Executive Director)

YAM Dato’Seri Syed Azni Ibni Almarhum Tuanku Syed Putra

Jamalullail Member
(Independent Non-Executive Director)

Dato’ Tan Boon Kang

Member
(Group Executive Chairman)

Dato’ IR. AR. Ashaari Bin Mohamad

My Suggestion
(Independent Non-Executive Director)

Based on Guidance 12.1 of Bursa Securities Listing Requirements (BMSLR), the

best practices adopted by the Remuneration Committee of the company are supposed
to nominate an independent, non-executive director (INED) to lead the committee.
Mr. Loo Pak Soon was Chairman of the RC while he was holding the title of  Non-
Independent Non-Executive Director in the company. Next, Dato’ Tan Boon Kang
was the RC member while he was holding the title of Group Executive Chairman in
the company. Next, it also failed to conduct on the majority of independent non-
executive directors appointed on the Board of the RC. Thus, the committee
composition and structure of Ken Holdings seems problematic. 

Thus, I suggest the Chairperson of RC must replace another person who holds the
title of Independent Non-Executive Director with highly educated. This will only fit
the BMSLR guideline on nominating an independent, non executive director as
Chairperson to lead the committee. As we know that an independent director acts as a
guide to the RC and to ensure the good governance of the company. Or, the Board can
also be suggested to change the holding title of Mr Loo Pak Soon in the company if
he is the most suitable person for being the Chairperson of the RC.

Next, I suggest removing the member of Dato’ Tan Boon Kang in the RC due to
holding title issue at the same time appointing another INED as replacement to the RC
Composition. This is because the role of Executive Chairman was assisting the CEO
in the company and only INEDs are suggested to be the RC. Involvement of the
Executive Chairman might go wrong in deciding their own remuneration. Moreover, I
suggest to include Dato Ashaari as the member of the RC to fulfill the majority of
INEDs of the RC as his high education in civil engineering and his working
experiences in Ministry of Work can review and recommend the company well.

In conclusion, a well engagement of the RC can protect the long-term interests

and sustainability of the company. There will be good corporate practice for Ken
Holdings if the suggestions above of the RC board composition and structure will be
considered in the future. 

(442 words)
 Eileen Wong 17WBR11737

References
Bursa Sustain, Corporate Governance Guide, viewed 6 August 2020,
<https://bursasustain.bursamalaysia.com/droplet-
details/resources/corporate-governance-guide-3rd-edition>
Ken Holdings 2019, Ken Holdings annual report, viewed 8 August 2020,
<http://kenholdings.com.my/v2/wp-content/uploads/2020/06/KEN-Annual-
Report-2019.pdf>
Ken Holdings 2019, Ken Holdings corporate governance report, viewed 8 August
2020,
<http://disclosure.bursamalaysia.com/FileAccess/apbursaweb/download?
id=200375&name=EA_DS_ATTACHMENTS>
Suruhanjaya Securities, MCCG 2017, viewed 8 August 2020,
<https://www.sc.com.my/api/documentms/download.ashx?id=70a5568b-1937-
4d2b-8cbf-3aefed112c0a>