Terms of Reference of the Remuneration Committee

Objectives

The principle objective of the Remuneration Committee is to assist the Board of Directors in their responsibilities in assessing the remuneration package of the executive directors.

Composition of Members

The Board of Directors shall elect the Remuneration Committee members from amongst themselves, composed wholly or with a majority of the members consisting of non-executive directors.

Chairman

The Chairman of the Remuneration Committee shall be elected from amongst the Remuneration Committee members. The Chairman of the Committee shall be approved by the Board of Directors.

Secretary

The Secretary of the Remuneration Committee shall be the Company Secretary of the Company.

Meetings

The Remuneration Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings, at least once a year or more frequently as deemed necessary. The Chairman may call for additional meetings at any time at the Chairman’s discretion.

In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the Meeting.

Quorum

A quorum shall consist of two (2) members, one of whom shall be the Chairman of the Committee.

Circular Resolution

A resolution in writing signed by a majority of the Remuneration Committee members for the time being shall be as valid and effectual as if it had been passed at a meeting of the Remuneration Committee duly called and constituted. Any such resolution may consist of several documents in like form each signed by one (1) or more Remuneration Committee members. Any such document may be accepted as sufficiently signed by a Remuneration Committee member if transmitted to the Company by telex, telegram, cable, facsimile or other electrical or digital written to include a signature of a Remuneration Committee member.

Authority

The Remuneration Committee shall, in accordance with a formal and accepted Company’s employment policies and procedures,

  1. review, assess and recommend to the Board of Directors the remuneration packages of the executive directors in all forms, with other independent professional advice or outside advice as necessary;
  2. entitled to the services of a company secretary who must ensure that all decisions made on the remuneration packages of the executive directors be properly recorded and minuted in the minutes book.

This terms of reference may change from time to time to fulfill such other requirements as prescribed by the Bursa Malaysia Securities Berhad.

Duties and Responsibilities

The duties and responsibilities of the Remuneration Committee are as follows:-

  • To ensure the levels of remuneration be sufficiently attractive and be able to retain directors needed to run the Company successfully.
  • To recommend to the Board of Directors the policy and framework for Directors’ remuneration as well as the remuneration and terms of service of Executive Directors.
  • To review annually and recommend to the Board the overall remuneration policy for the Executive Directors and key Senior Management Officers of the Group to ensure that rewards commensurate with their contributions to the Group’s growth, profitability and the policy supports shareholders’ value consistent with its culture and strategy.
  • To review annually the performance of the Executive Directors and key Senior Management Officers and recommend specific adjustments in remuneration and/or rewards payment if any, reflecting their contributions for the year and which are competitive and consistent with its culture and strategy.
  • To ensure the level of remuneration for Non-Executive Directors and Independent Directors are linked to their level of responsibilities undertaken and contributions to the Board.
  • To structure the total remuneration of executive directors so as to link rewards to corporate and individual performance.
  • To assess the needs of the Company for candidates as and when required.
  • To recommend to the Board of Directors for approval of the proposed remuneration packages of the executive directors; and
  • To consider and examine such other matters as the Remuneration Committee considers appropriate.