Remuneration Committee

Terms Of Reference
1. OBJECTIVES
The Remuneration Committee shall:
(a) Ensure that the Company’s Executive Directors are fairly rewarded for their individual contributions to the Company’s overall performance and the levels of remuneration should be sufficient to attract and retain Directors to run the Company successfully.

(b) Demonstrate to all stakeholders in the business that the remuneration of the Executive Directors of the Company is set by a Committee of the board members who have no personal interest in the outcome of their decisions and who will give due regards to the interests of the stakeholders and to the financial and commercial health of the Company.

2. MEMBERSHIP
(a) The Committee shall be appointed by the Board from among their number and shall compose of not fewer than three (3) in number.
(b) The majority of the members comprising the Committee shall be:
(i) Non-Executive Directors of the Company; or
(ii) Any person not having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the functions of the Remuneration Committee.
(c) The members of the Committee shall elect a Chairman from among their number who is not an Executive Director of the Company.
(d) In the event of any vacancy in the Committee resulting in the number of members being reduced to below three, the Board shall, within three (3) months filled the vacancy.

3. FUNCTIONS
(a) To recommend to the Board the remuneration of the Executive Chairman, Chief Executive Officer and Executive Directors.
(b) Assume responsibility for all elements of Executive Directors’ remuneration eg:
(i) Basic salary
(ii) Profit sharing schemes (if any)
(iii) Share Options
(iv) Any other benefits
(v) Compensation for early termination
(c) Ensure that a fair differential between the remuneration of the Board members and other levels of management is maintained.
(d) Conduct continued assessment of individual Executive Directors to ensure that remuneration is directly related to corporate and individual performance.
(e) Obtain the advice and information from external source, if necessary, to compare the remuneration currently earned by the Executive Directors and those paid to Executive Directors of other companies of a similar size in a comparable industry sector.
(f) To ensure that the base salary element is competitive but fair.
(g) To advise on and monitor, a suitable performance related formula i.e. whether the formula is based on individual performance, company profit performance, earnings per share etc.
(h) To provide an objective and independent assessment of the benefits granted to Executive Directors.
(i) To introduce any policy or guidelines which would enable the smooth administration and effective of the Committee’s duties and responsibilities.
(j) To furnish a report to the Board of any findings of the Committee.

4. MEETINGS
(a) The Committee shall meet at least once per year. However, additional meetings may be called at any time at the Remuneration Committee Chairman’s discretion.
(b) The quorum of each meeting shall be two (2) members.

5. SECRETARY
The Secretary to the Committee shall be the Company Secretary or Senior General Manager of Human Resource.






 
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