Remuneration Committee – Terms of Reference



1. Objective


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


2. Membership


The Remuneration Committee members 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 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. Authority


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 in 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.


4. Duties and Responsibilities


The duties and responsibilities of the Committee are as follows:

a) to consider and recommend to the Board the remuneration framework for Directors, including the Executive Chairman, if applicable;
b) to provide the remuneration packages needed to attract, retain and motivate Directors of the quality required to manage the business of the group successfully;
c) to reviews the Board and senior management’s remuneration policy annually with due consideration to relevant factors.

5. Frequency of Meetings


The Remuneration Committee 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.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/him, 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.


6. Modification


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



Updated as at 11 October 2019

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