The members of the Remuneration Committee (“the Committee”) shall comprise wholly Non-Executive Directors and a majority of them must be Independent Directors and number at least three (3) in total. The appointment of a Committee member terminates when the member ceases to be a Director, or as determined by the Board.
The Chairman of the Committee shall be a Non-Executive Director appointed by the Board.
Meetings shall be held at least once a year. More meetings may be convened when the need arises. The quorum for a meeting of the Committee shall be two (2) members, present in person. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst themselves.
Only members of the Remuneration Committee have the right to attend Remuneration Committee meetings. However, other individuals such as the Chief Executive Officer, the Head of Human Resources or Senior Management may be invited to attend all or part of any meeting, as and when appropriate and necessary.
The Remuneration Committee members may participate in a meeting of by means of a telephone conference or video conference or any other means of audio-visual communications and the person shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly.
The Company Secretary or his/her representative or other appropriate senior officer shall act as secretary of the Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to Remuneration Committee members prior to each meeting.
The Company Secretary or his/her representative or other appropriate senior officer shall also be in attendance at each Remuneration Committee meetings and responsible for keeping the minutes of meetings of the Remuneration Committee, and circulating them to Remuneration Committee members and to the other members of the Board of Directors.
A resolution in writing, signed by all the members of the Remuneration Committee, shall be as effectual as if it has been passed at a meeting of the Remuneration Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Remuneration Committee members.
The Remuneration Committee is authorised by the Board to seek appropriate professional advice inside and outside the group at the Company’s expense, as and when it considers necessary in discharge of its responsibilities.
The primary function of the Committee is to assist the Board to recommend to the Board the remuneration package of Executive Directors, Non-Executive Directors and Senior Management of the Group to attract, retain and motivate Directors and Senior Management to drive long term objectives.
As part of its review, the Remuneration Committee shall ensure that:
The duties of the Committee shall be to:
The determination of remuneration packages of Executive Directors and Non-Executive Directors should be a matter for the Board as a whole where the individuals concerned shall abstain from discussion of their own remuneration.
No individual shall take part in any discussion concerning specifically his or her own remuneration.
6. ANNUAL GENERAL MEETING
The Chairman of the Committee should attend the annual general meeting to answer any shareholder questions on the Committee’s activities.
7. REPORTING RESPONSIBILITIES
The Chairman of the Remuneration Committee shall report to the Board on its proceedings after each meeting on all matters with its duties and responsibilities.
The Remuneration Committee shall make whatever recommendation to the Board it deems appropriate or any area within its remit where action or improvement is needed.
The minutes of meetings of the Remuneration Committee shall be circulated to all members of the Board. The minutes shall be kept at the registered office of the Company under the custody of the Secretary of the Company and shall be open for inspection by the Board. Any request by Management or other persons to inspect the minutes shall be subject to the approval of the Remuneration Committee.
9. REVISION OF THE TERMS OF REFERENCE
Any revision or amendment to this Terms of Reference, as proposed by the Committee or any third party, shall first be presented to the Board for its approval. Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.