Terms of Reference of Remuneration Committee
Remuneration Committee (“RC”) was set up to assist the Board of Directors (“the Board”) to assess the performance of the Group’s Directors and senior management officers and ensure their remuneration package reflects their involvement, responsibility undertaken, contributions and level of performance for the year under assessment.
RC shall consists of exclusively or majority of Non-Executive Directors. It shall have at least three (3) members and the quorum for the Committee shall be two (2) members. RC members and the Chairperson shall be appointed by the Board based on the recommendations of the Nominating Committee (“NC”). The appointment of a RC member terminates when the member ceases to be a director, or as determined by the Board.
The members of RC shall select a Chairperson from amongst their number who shall be an independent director. If a member of the Committee resigns, dies or for any other reason ceases to be member with the result that the number of members is reduced below three (3), the Board of Directors shall, within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number of three (3) members.
Secretary of NC shall be the Company Secretary of the Company.
The Secretary is responsible for:-
sending out notices of meetings; and
preparing and keeping minutes of meetings.
Duties & Responsibilities
RC is responsible for:--
Assessing the performance and commitment of the Group’s Directors and senior management officers and ensuring their remuneration package reflects their involvement, responsibility undertaken, contributions and level of performance for the year.
Reviewing and approving recommendations of the management on the salary increment of the Group’s Directors and senior management officers, and bonus and other benefits which should be made based on the individual’s performance and responsibilities.
Establishing and reviewing the component parts of remuneration by referring closely to the performance, business strategy and long-term objectives of the Company. Subsequently, RC will align rewards to individual performance and assess the needs of the Company for talent at all relevant levels at a particular time.
Recommending to the Board on the appropriateness of the remuneration package of the Directors and senior management officers based on their assessment.
RC shall meet at least once a year. Chairperson or member of RC may schedule for additional meetings when they are considered as necessary. The Committee may establish any procedures from time to time to govern its meetings, keeping of minutes and its administration.
RC may consult any Board members while evaluating the remuneration package. RC may request other directors and key executives to participate in RC meetings, as necessary, to carry out its responsibilities.
RC shall have access to information and advice, both from within the Group and externally, as it deems necessary or appropriate in accordance with the procedures determined by the Board. RC may, if it thinks fit, engage external advisers with relevant experience and expertise and shall have the discretion to decide who else other than its own members, shall attend its meetings. No Director or senior management officer shall take part in deciding his/her own remuneration.
RC meeting minutes are to be extended to the Board and the Chairperson of RC will report to the Board on the business of the Committee.