AUDIT COMMITTEE

TERMS OF REFERENCE OF REMUNERATION COMMITTEE
(Updated on 14 April 2022)

Objective

 

To assist the Board of Directors (“the Board”)  in  their  responsibilities  in  assessing the remuneration packages of the Directors and Senior Management.

 

Composition of members

 

The Board 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.

 

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.

 

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.

 

Each member of the Remuneration Committee is entitled to one (1) vote in deciding the matters deliberated in the meeting. The decision that gained the majority votes shall be the decision of the Remuneration Committee. In the event of an equality of votes, the Chairman of the Remuneration Committee shall be entitled to a second or casting vote.

 

 

Quorum

 

A   quorum   shall   consist   of      two (2) members, one of whom shall be an Independent Non-Executive Director.

 

Circular Resolution

 

A resolution in writing signed or approved by letter or other written electronic communications by the majority of the members who are sufficient to form a quorum, shall be valid and effectual as if it had been passed at a meeting. All such  resolutions shall be described as “Remuneration Committee Members’ Circular Resolutions” and shall be forwarded or otherwise delivered to the Company Secretary without delay and shall be recorded by the Company Secretary in the minutes book. Any such resolution may consist of several documents in like form, each signed by one (1) or more members.

 

Authority

 

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,

 

review, assess and recommend to the Board of Directors the remuneration packages of the Directors and Senior Management in all forms, with other independent professional advice or outside advice as necessary.

 

be entitled to the  services  of  a  company  secretary  who  must  ensure that all decisions made on the remuneration packages  of  the  Directors and Senior Management be properly recorded and minuted in the minutes book.

Duties and Responsibilities

 

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

 

To assist the Board in developing and administrating a fair and transparent procedure for setting policy on remuneration of Directors and Senior Management.

 

To review and assess the remuneration packages of the Directors and Senior Management in all forms, with or without other independent professional advice or other outside advice.

 

To ensure the levels  of remuneration be  sufficiently attractive and  be  able to retain Directors and/ or Senior Management  needed  to  run  the Company successfully.

 

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 and Senior Management level at a particular time.

 

To recommend to the Board of Directors the remuneration packages of the Directors and Senior Management.

 

To act in line with the directions of the Board of Directors; and

 

To consider and examine such other matters as the  Remuneration Committee considers appropriate.

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