Remuneration Committee – Terms of Reference




The objective of the Remuneration Committee is to recommend to the Board of Directors (“the Board”) the remuneration framework for all Executive Directors.



The Remuneration Committee shall be appointed by the Board, consisting wholly or mainly of Non­ Executive Directors.

The Committee shall comprise no fewer than three (3) Board members.

The members of the Committee shall elect a Chairman from among their number.

In the event that a member of the Committee vacates office resulting 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 of three (3) members .



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

At all meetings of the Committee, the Chairman of the Committee, if present, shall preside. If the Chairman of the Committee is absent, the members present at the meeting shall elect a Chairman for the meeting. The Chairman may appoint the Company Secretary, or failing her, a secretary to record the proceedings of all meetings and administration of the affairs of the Committee.

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.



The Remuneration Committee is authorised to draw from outside advice as necessary in recommending to the Board the remuneration of the Executive Directors in all its forms.

Executive Directors should play no part of the decision making process to arrive at their own remuneration. Executive Directors’ remuneration is linked to their performance.

The determination of remuneration package for Non-Executive Directors should be a matter for 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. The individuals concerned should abstain from discussion of their own remuneration.

The Committee may also obtain direct access to the advice and the services of the Company Secretary who is responsible for ensuring that Board procedures are followed .


Duties and Responsibilities

 The duties and responsibilities of the Nomination Committee are as follows :

  • to identify and recommend to the Board suitable nominees for appointment to the Board and Board Committees;
  • to assess the effectiveness of the Board, its Committees as a whole and the contribution of each individual Director on an annual basis;
  • to review regularly the board structure, size and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary;
  • to consider in making its recommendations, candidates for directorships proposed by the Chief Executive Officer or any other senior executive or any director or shareholder;
  • to recommend to the Board, Directors to fill the seats on board comm ittees ;
  • to assist the Board in its annual review of its required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors should bring to the



The terms and prov1s1ons herein contained are subject to rev1s1on by way of modifications, additions or otherwise as the Board may in its discretion deem fit from time to time .

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