Terms of Reference of the Remuneration Committee

Objectives

The principle objective of the Remuneration Committee is to assist the Board of Directors to structure and clearly link Directors’ remuneration to the strategic objectives of the Company, and which rewards contribution to the long-term success of the Company in promoting business stability and growth.

Composition of members

The Board of Directors shall elect the Remuneration Committee members from amongst themselves, which shall only comprise of Non-Executive Directors and a majority of them must be Independent Directors.

Chairman

The Chairman of the Remuneration Committee shall be elected from amongst the Remuneration Committee members and must be an Independent Non-Executive Director.

Secretary(ies)

The Secretary(ies) of the Remuneration Committee shall be the Company Secretary(ies) 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 or any member of the Remuneration Committee may call for additional meetings at any time at the Chairman’s discretion.

Notice of Remuneration Committee meetings shall be given to all the Remuneration Committee members unless the Remuneration Committee waives such requirement.

Questions arising at any meeting of the Remuneration Committee shall be decided on a majority of votes of the members present, and in the case of equality of votes, the Chairman of the Meeting shall have a second or casting vote.

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

Minutes

Minutes of each Meeting shall be kept at the registered office and distributed to each member of the Remuneration Committee and also to the other members of the Board. The Remuneration Committee Chairman shall report on the proceedings of each Meeting to the Board.

The Minutes of the Remuneration Committee Meeting shall be signed by the Chairman of the Meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

Quorum

A quorum for a meeting of the Remuneration Committee shall consist of two (2) members.

Circular Resolutions

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 message to include a signature of a Remuneration Committee member.

Reporting

The Remuneration Committee shall report to the Board of Directors, either formally in writing, or verbally, as it considers appropriate on the matters within its terms of reference at least once a year, but more frequently if it so wishes.

The Remuneration Committee shall report to the Board of Directors on any specific matters referred to it by the Board.

Authority

The Remuneration Committee shall, in accordance with the policies and procedures to determine the remuneration of Directors and key senior management and at the expense of the Company,

  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, if necessary; and
  2. Be entitled to the services of the company secretary who must ensure that all decisions made on the remuneration packages of the Executive Directors and key senior management be properly recorded and minuted in the minutes book.

Notwithstanding anything stated above, the Remuneration Committee does not have executive powers and shall report to the Board of Directors on matters considered and its recommendations thereon, pertaining to the Company and the Group.

Duties and Responsibilities

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

  1. To ensure that the Company maintains remuneration and incentive policies and practices that are competitive, equitable and will attract and retain Directors and Key Senior Management of caliber within the Company and its subsidiaries and which are in line with the long term interest of the Company.
  2. To ensure that the remuneration package commensurate with the skills and responsibility expected of the Executive Directors and Key Senior Management concerned and is sufficient to retain Directors and Key Senior Management to run the Company successfully.
  3. To ensure via the Board as a whole, that the fee and allowance payable reflect the experience, time demanded of Non-Executive Directors to discharge their duties and level of responsibilities undertaken.
  4. To consider details of remuneration of each Director and Key Senior Management concerned, such as basic salary, bonus and other benefits-in-kind, and how these details should be presented in the Annual Report.
  5. To conduct continued assessment of individual Executive Director and Key Senior Management concerned to ensure that remuneration is directly related to corporate and individual performance.
  6. To select, appoint and set the terms of reference for any remuneration consultants who advise the Remuneration Committee and considering any other connection that they may have with the Company.
  7. Whilst discharging the above duties, Directors should abstain from discussion of their own remuneration.
  8. To recommend to the Board of Directors the policy and framework for Directors and key senior management’s remuneration as well as the remuneration and terms of service of Executive Directors.
  9. 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.
  10. 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.
  11. To assess the needs of the Company for candidates as and when required.
  12. To recommend to the Board of Directors for approval of the proposed remuneration packages of the Executive Directors; and
  13. To consider and examine such other matters as the Remuneration Committee considers appropriate.
  14. To consider any other matters as defined by the Board.