TERMS OF REFERENCE OF REMUNERATION COMMITTEE
To assist the Board of Directors in their responsibilities in assessing the remuneration packages of the executive directors.
2. Composition of members
The Board of Directors shall elect the Remuneration Committee members from amongst themselves, composed wholly or mainly of non-executive directors. The appointment of a Committee member terminates when a member ceases to be a director.
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.
The Secretary of the Remuneration Committee shall be the Company Secretary of the Company.
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.
The Secretary shall on the requisition of the members of the Remuneration Committee summon a meeting of the Remuneration Committee except in the case of an emergency, reasonable notice of every Remuneration Committee meeting shall be given in writing.
In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the Meeting.
A quorum shall consist of two (2) members, one of whom shall be the Chairman of the Committee.
The Remuneration Committee shall, in accordance with a formal and transparent procedure or process or policy on executive directors' remuneration packages to be determined and established by the Board of Directors and at the expense of the Company,
(a) 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.
(b) be 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.
8. Duties and Responsibilities
The duties and responsibilities of the Remuneration Committee are as follows:-
(a) To review and assess the remuneration packages of the executive directors in all forms, with or without other
independent professional advice or other outside advice.
(b) To ensure the levels of remuneration be sufficiently attractive and be able to retain directors needed to run the Company
(c) To structure the component parts of remuneration so as to link rewards to corporate and individual performance and to
assess the needs of the Company for talent at Board level at a particular time.
(d) To recommend to the Board of Directors the remuneration packages of the executive directors.
(e) To act in line with the directors of the Board of Directors; and
(f) To consider and examine such other matters as the Remuneration Committee considers appropriate.