Terms of Reference of Remuneration Committee
1.1 The Remuneration Committee (“Committee”) shall be appointed by the Board of Directors of the Company from amongst the directors.
1.2 No alternate Director shall be appointed as a member of the Remuneration Committee.
1.3 The members of the Remuneration Committee shall elect a Chairman from among their numbers, and who shall be an independent director.
The Company Secretary or any other person appointed by the Committee shall as act as the Secretary of the Committee. The roles and functions of Secretary shall include:
• Drawing up meeting agendas,
• Maintenance of minutes,
• Collection and distribution of information and provision of any necessary practical support
• Ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.
3 Meeting Guidelines
3.1 The Remuneration Committee is at liberty to determine the frequency of its meetings, and the Remuneration Committee may invite any person to be in attendance to assist in its deliberations.
3.2 The quorum necessary for the transaction of business shall be two (2) members.
3.3 The meeting and proceedings of the Remuneration Committee shall be governed by the provisions of the Articles of Association of the Company regulating the meetings and proceedings of the Board so far as the same are applicable.
3.4 The Chairman of the Remuneration Committee shall report on key issues discussed at each meeting to the Board, and the minutes of the Remuneration Committee meeting shall be available to all Board members.
3.5 Decision of the Remuneration Committee may be made by a Circular Resolution in Writing, provide it is signed by majority of the committee members.
4.1 The Remuneration Committee shall have the following authority as empowered by the Board:
i. to deliberate any matter within its Committee’s terms of reference;
ii. have the resources which are required to perform its duties;
iii. have full and unrestricted access to any information pertaining to the Group;
iv. have direct communication channels with the Management and employees of the Group; and
v. to obtain independent professional or other advice as necessary.
5 Duties and Responsibilities
5.1 The Remuneration Committee shall assist the Board to carry out periodic review on the remuneration policies and procedures to attract, retain and motivate Directors. The remuneration package should be aligned with the business strategy and long-term objectives of the Company and Group as well as to reflect the Board’s responsibilities, expertise and complexity of the Company’s activities.
5.2 The Remuneration Committee shall, amongst others, discharge the following functions:
5.2.1 to review, recommend and consider remuneration package of the Executive Director(s). The determination of remuneration packages of Non-Executive Directors shall be a matter of the Board as a whole. The individual concerned shall abstain from deliberation of he own remuneration;
5.2.2 to monitor the Company’s compliance with the requirements under the Companies Act, 1965 relating to plans and loans to Directors and other legal requirements affecting its compensation and benefit programmes (if any), in consultation with the Audit Committee as appropriate; and
5.2.3 to consider other matters as may be directed by the Board from time to time.
6 Review of the Term of Reference of the Remuneration Committee
6.1 The Remuneration Committee shall periodically review and update its term of reference to ensure currency and compliance with regulatory and legal requirements, which will take precedence over any stipulation of the term of reference of the Remuneration Committee, and in accordance with the needs of the Company/Group that may have an impact on the discharge of the Remuneration Committee’s duties and responsibilities.
6.2 The Board’s approval is mandatory for any amendments to the term of reference of the Remuneration Committee.