Terms of Reference of Remuneration Committee
- The Committee shall be appointed by the Board from amongst the Directors consisting wholly or mainly of Non-Executive Directors. It shall consist of not less than three (3) members.
- The members of the Remuneration Committee shall elect a Chairman from among their numbers. The Chairman shall be a Non-Executive Director.
- In the absence of the Chairman of the Remuneration Committee, the remaining members present shall elect one among them to chair the meeting.
- The Secretary to the Remuneration Committee shall be the Company Secretary.
MEETING AND MINUTES
- The Remuneration Committee shall meet at least once a year or at such other times as the Chairman of the Committee deems necessary.
- Two (2) members shall form a quorum for meetings.
- Minutes of each meeting shall be distributed to each member of the Board.
- Recommend to the Board the framework of Executive Directors’ remuneration and the remuneration package for each Executive Director.
- Recommend to the Board any performance related pay schemes for Executive Directors.
- Review Executive Directors’ scope of service.
- Recommend the fees of Directors for shareholders’ approval at Annual General Meeting.
- Recommend meeting allowances paid to Directors for attendance at Board meetings and Board Committee meetings.
- Directors do not participate in the discussion on their own remuneration.
- The remuneration of Directors shall be the ultimate responsibility of the full Board after considering the recommendations of the Committee.