Remuneration Committee – Terms of Reference

REMUNERATION COMMITTEE – TERMS OF REFERENCE

1. Objective

The objective of the Remuneration Committee (“RC”) is to recommend to the Board of Directors (“ Board”) the remuneration framework for Directors and senior management of the Company and its subsidiaries (“Group”) , to attract, retain and motivate Directors and key management of the caliber and quality required to manage the business of the Group successfully.

2. Composition

a)	The RC members shall be appointed by the Board, consisting wholly or mainly of Non¬-Executive Directors, a majority of whom are independent.
b)	The Committee shall comprise no fewer than three (3) Board members.
c)	The members of RC shall elect a Chairman from among the RC nembers. The elected RC Chairman shall be approved by the Board.
d)	In the event that a member of the Committee vacates the office resulting in the total number to reduce to below three (3), the Board shall, within three (3) months of that event, appoint a new member to make up the minimum number to three (3) members.

3. Secretary(ies)

a)	The Secretary(ies) of the Committee shall be the Company Secretary(ies) of the Company.
b)	The Secretary(ies) shall be responsible for drawing up the agenda, circulating it prior to each meeting and keeping the minutes of RC meetings

4. Authority

The RC shall, in accordance with a procedure to be determined by the Board:-

i.	be able to perform the activities required to discharge its responsibilities and report to the Board its recommendations;
ii.	be supplied in a timely manner with information in a form and of a quality appropriate to enable it to carry out its duties effectively;
iii.	be authorised by the Board to seek appropriate professional advice inside and outside the Group as and when it considers necessary at the expense of the Company;
iv.	have direct access to the advice and the services of the Company Secretary who is responsible for ensuring that Board procedures are followed.

The determination of remuneration package of Non-Executive Directors should be decided by the Board as a whole. The level of remuneration should reflect the experience and level of responsibilities undertaken by the particular Non-Executive Directors concerned.

Individual director is to abstain from deliberations and voting on the decision in respect of their own remuneration package.

5. Duties and Responsibilities

In fulfilling its primary objectives, the Committee shall undertake the following duties and responsibilities:

a)	to recommend to the Board, the remuneration framework and terms of services, for the Executive and Non-Executive Directors;
b)	to review Group’s Remuneration Policy including guidelines and set criteria for remuneration of senior management of the Group. To ensure that remunerations package given to Directors are in compliance with the Company’s Remuneration Policy and any other laws, rules and regulations set by the relevant authorities from time to time.
c)	to review the remuneration packages and composition of the various components annually for the Board and key senior management. The remuneration packages shall be determined on the basis of the Directors’ and senior management’s merit, qualification and competences, while having regard to the Group’s operating results, individual performance and comparable market statistics, which are aligned with the business strategy and long-term objectives of the Group. In addition, the performance of the Group in managing material sustainability risks and opportunities should also be considered;
d)	RC Chairman shall submit an annual committee report to the Board, summarising the Committee’s activities during the year;
e)	to ensure that director fees, benefits and any compensation for loss of employment, are to be paid to the Directors with the approval of shareholders at general meetings; and
f)	to carry out other responsibilities, functions or assignments as may be agreed by the Board from time to time.

6. Procedure of Meetings

6.1 Frequency of Meetings

The RC shall meet at least once a year and any such additional meetings as may be required for the Committee to fulfil its duties. In addition, the Chairman may call for a meeting if a request is made by any Committee member.

6.2 Quorum

A quorum shall consist of a majority of the members of the Committee. No business shall be transacted at any meeting unless a quorum is present.

In the event that the RC Chairman is not able to attend the Committee meeting, the members present shall elect a Chairman for the meeting among the members present.

Other Board members and senior management may be invited to attend the RC meeting.

6.3 Notice of Meetings

Reasonable notice of RC meetings shall be given in writing sent through the post, facsimile, electronic mail and by any means of telecommunication in permanent written form to all RC members, except in the case of emergency, where the RC may waive such requirement.

6.4 Voting and Proceedings of Meetings

The RC members may participate in a meeting by way of telephone and video conferencing or by means of other communications equipment whereby all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting and shall be entitled to vote or be counted in a quorum accordingly.

Questions arising at any meeting of the RC shall be decided by a majority of votes of the members present, and in the case of equality of votes, the Chairman of the RC shall have a second or casting vote. The RC member shall abstain from deliberations and voting in respect of any matter which may give rise to an actual or perceived conflict of interest situation.

6.5 Circular Resolution

A resolution in writing signed by a majority of the RC members for the time being shall be as valid and effectual as if it had been passed at a meeting of the RC duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one (1) or more RC members. Any such document may be accepted as sufficiently signed by a RC member if transmitted to the Company by telex, telegram, cable, facsimile or other electrical or digital written message to include a signature of a RC member.

6.6 Minutes of Meetings

Minutes of the RC meeting shall be circulated promptly to all members of the RC and once agreed, to all members of the Board for their notation. The Secretary(ies) shall keep record of all conclusions and resolutions passed at all meetings of the RC, including the names and signatures of the attendees.

The Minutes of the RC meetings shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence of the proceedings of the meeting duly held.

Full minutes of the RC meetings shall be kept by the Secretary(ies) at the registered office.

7. Amendment

a)	The Committee shall review this Terms of Reference (“ToR”) periodically to ensure it is operating in line with the latest best practice recommended by Malaysian Code on Corporate Governance.
b)	Any revision or amendment to ToR as proposed by the Committee or Company Secretary or any consultant, shall first be presented to the Board for approval.
c)	This ToR is made available for reference on the Company’s website.

Updated as at 24 October 2024

Remuneration Committee – Terms of Reference

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