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17 MAY 2016 I KUALA LUMPUR ABOUT CORPORATE DIRECTORS ADVANCED PROGRAMME (CDAP) 2016 BOARD REWARD & RECOGNITION Why: Legislative and regulatory demands along with added scrutiny from shareholders and outside constituents have kept executive compensation at the forefront of critical boardroom issues. This one-day programme will explore how boards can most appropriately compensate and incentivise directors and management while meeting the regulators mandates and shareholders demands. Participants will benefit from an interactive setting with fellow directors and key officers to obtain effective approaches to identify and develop applicable compensation plans for their boards as well as their key officers. PROGRAMME FRAMEWORK The programme is specially designed with the inclusion of the following: What every Director need to know to make effective executive compensation decisions Metrics and measurement Determining how much to pay Arriving at the right vehicle How to pay? Non-executive director fees Managing compensation disclosures Putting it all together WHY YOU SHOULD BE WITH US Present key decisions Board and NRC members have to make regarding how to appropriately reward non-executive directors and management while meeting the regulators mandates and shareholders demands. Understand market practice for remunerating Executive Directors and Senior Management. Discuss trends and good governance principles regarding Non-Executive Director fees. WHO WILL YOU MEET Chairpersons Non-executive directors Executive directors Board Chairs and Directors Compensation Committee Chairs and Members CEOs Company Secretaries Human Resources Directors Other Senior Management who work closely with the board s compensation committee. LEARNING PHILOSOPHY MINDA s Learning Philosophy focuses on the Learner, i.e. the Learners experiences and needs that they want to bring back to the Boardroom. Our Unique Learning Value Proposition (Figure 1) not only focuses on Knowledge and Skills, but also on Mindset Learning. Onboarding methodology involves facilitated learning through active interactions, dynamic discussions and the use of case studies. FROM THE FOLLOWING ORGANISATION TYPE Listed companies Private Corporations Large family companies Government Non-profit organisations and agencies Knowledge What a Director knows Skills What a Director can do Mindset What a Director believes 1

LEAD FACULTY MR SHAI GANU Asia Talent Consulting Executive Rewards Leader - Mercer (Singapore) Pte Ltd He also leads the Executive Rewards and Sales Effectiveness practices for ASEAN focusing on Board and Executive Compensation, Reward Strategy, Performance Management, Incentive Design, Sales Effectiveness, and Organisational Transformation projects. Shai has extensive experience in the diagnosis, design and implementation of board and executive reward frameworks, long and short-term incentive plans (equity and cash based), sales compensation plans, organisational design, and annual report disclosures. He was the Head of Executive Reward at Westpac and prior to that he led the reward function at St.George Bank where he redesigned all the incentive plans, and developed their reward strategy and employee value proposition. Prior to that Shai was an Associate in Mercer s Sydney practice and managed large executive reward and incentive design projects for several ASX Top 50 clients. Shai has a Bachelor of Chemical Engineering degree from the University of Mumbai, and a Master of Business Administration from the Sydney Business School. ABOUT MALAYSIAN DIRECTORS ACADEMY (MINDA) The Malaysian Directors Academy (MINDA) was established in December 2006 following the launch of the Government-Linked Companies (GLCs) Transformation Programme Initiatives. Since 2012, we have opened our doors to all local and regional Corporate Directors. MINDA's objectives are to address Board performance by equipping Directors of Companies with world-class knowledge, skills and mindset required to perform to a consistently high standard. It's strategy to achieve this is by assisting Directors and Boards in focusing on their fundamental roles and responsibilities such as Corporate Governance, Long term Strategy Setting, Finance, Corporate Performance Management, development of Future Leaders, Risks Management, Innovation and Creativity. Under the mandate of SC and Bursa Malaysia, MINDA will provide professional membership, director sourcing and directorship opportunity. PROGRAMME FEE Member s Rate: RM1,431 per participant Non-Member s Rate: RM1,590 per participant (inclusive of 6% GST) HRDF Claimable Skim Bantuan Latihan (SBL) Employers who are registered with Pembangunan Sumber Manusia Berhad (PSMB) are eligible to claim for reimbursement from HRDF. Please notify MINDA at least 1 month in advance if you wish to make such claim. 2

PROGRAMME TOPIC Day 1: 17 May 2016 (Tuesday) 08:30 09:00 09:00 10:15 Registration Part 1: Introduction What every Director need to know to make effective executive compensation decisions. Part 2: Metrics and measurement- What to pay for? From EVA to Balanced (and Unbalanced) Score Cards 10:15 10:45 10:45 13:00 Coffee Break Part 3: Determining how much to pay How much to pay? Benchmarking CEOs' and other top executives' pay levels Part 4: Arriving at the right vehicle How to pay? Non-executive director fees Elements of NED fees and things to look out for 13:00 14:15 14:15 15:30 15:30 16:00 16:00 17:00 17:00 Networking Lunch Part 5: Managing compensation disclosures Tips for Asian companies to enhance their compensation disclosures Tea Break Part 6: Putting it all together Linking pay to performance as a governance issue Submission of Evaluation Form and Certificate Presentation End of Programme 3

PROGRAMME : CORPORATE DIRECTORS ADVANCED PROGRAMME (CDAP) 2016 BOARD REWARD & RECOGNITION DATE : 17 MAY 2016 (TUESDAY) VENUE : KUALA LUMPUR PROGRAMME FEE : MEMBER S RATE: RM1,431 PER PARTICIPANT (INCLUSIVE OF 6% GST) NON-MEMBER S RATE: RM1,590 PER PARTICIPANT (INCLUSIVE OF 6% GST) *HRDF CLAIMABLE PLEASE NOTIFY MINDA AT LEAST 1 MONTH IN ADVANCE IF YOU WISH TO MAKE SUCH CLAIM. *HRDF claimable Please notify MINDA at least 1 month in advance if you wish to make such claim. Terms & Conditions Programme Fees Member s Rate: RM1,431 per participant & Non-Member s Rate: RM1,590 per participant (Inclusive Of 6% GST). Fee includes programme materials, training package and halal meals. Payment Upon registration, participant(s) are considered successfully enrolled in the event. Full payment is required prior to attending the programme. All cheques / bank drafts must be made payable to Malaysian Directors Academy (MINDA). Cancellation Policy if cancellation notice is received: > ten (10) working days before the event: no charges. < ten (10) working days before the event: 50% of the programme fee will be charged. < five (5) working days before the event: 100% of the programme fee will be charged. You can substitute an alternate participant(s) if you wish to avoid cancellation charges. Any difference in fee will be charged accordingly. Disclaimer MINDA reserves the right to amend the programme, dates, facilitators and / or terms as it deems necessary. MINDA reserves the right to make alternative arrangements without prior notice should it be necessary to do so. Upon signing the registration form, you are deemed to have read and accepted the terms and conditions. When providing us with any personal data, you will comply at all times with the Personal Data Protection Act 2010 (PDPA) and will not in any way cause MINDA to breach any of its obligations under the PDPA. Online Registration Only Effective 1 st January 2016, all programme registration are to be done online at MINDA Director Portal (MDP). By doing the following: o Go to www.portal.minda.com.my and sign up a Director Account by following the instructions. o Verify the registered email o Login to the Director Account and complete 100% of the Director Profile (can be done after registration of the course) o Register for the selected programme and an email of acknowledgement email on the programme registration will be sent to the registered email. Attended will be marked in the MDP account for record. *MINDA Alumni has been pre-created with an account, please check with us on the account details. Inquiries Please contact Ms. Diana Seow / Ms. Simren / Ms. Nurul Ain Tel: +603 2780 5031 or Email: info@minda.com.my