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Remuneration Committee Terms of Reference
PURPOSE

The Remuneration Committee, a Committee of the Board of Directors (“Board”), is established primarily to provide assistance to the Board in determining the remuneration of executive directors (if any), senior management and employees. To achieve this objective, the Committee is to ensure that executive directors, key executives and employees of the Group are fairly rewarded for their individual contributions to overall performance and that the compensation is reasonable in light of the Group’s objectives, compensation for a similar function in other companies, and other relevant factors with due regard given to the interests of the shareholders and to the financial and commercial needs of the Group.
MEMBERSHIP

The Remuneration Committee shall consist a majority of non-executive directors. It shall have at least three members and the quorum for the Committee shall be two members. Remuneration Committee members and the Chairperson shall be appointed by the Board based on the recommendations of the Nomination Committee. The appointment of a Committee member terminates when the member ceases to be a director, or as determined by the Board.

In the event of equality of votes, the Chairperson of the Committee shall have a casting vote [except where two directors form the quorum]. In the absence of the Chairperson of the Committee, the members present shall elect one of their numbers to chair the meeting.

The Committee members shall:
  • have a good knowledge of the Group and its executive directors, and full understanding of shareholders’ concerns; and
  • have a good understanding, enhanced as necessary by appropriate training or access to professional advice, on/of areas of remuneration.
MEETINGS

The Committee shall meet at least once a year. Additional meetings shall be scheduled as considered necessary by the Committee or Chairperson. The Committee may establish any procedures from time to time to govern its meetings, keeping of minutes and its administration.

The Committee may consult the Chairperson of the Board regarding proposals relating to the remuneration of the Managing Director/Executive Director. The Committee may consult other non‑executive directors in its evaluation of the Managing Director/Executive Director. The Committee may request other directors and key executives to participate in Committee meetings, as necessary, to carry out the Committee’s responsibilities.

The Committee shall have access to such 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. The Committee may, if it thinks fit, secure the attendance of 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 executive shall take part in decisions on his/her own remuneration.

The Secretary of the Committee shall be appointed by the Committee from time to time. Committee meeting agendas shall be the responsibility of the Committee Chairperson with input from Committee members. The Chairperson may also ask management to participate in this process.

The agenda for each meeting shall be circulated at least three days before each meeting to the Committee members and all those who are required to attend the meeting. Written materials including information requested by the Committee from management or external consultants shall be received together with the agenda for the meetings.

The Committee shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the Chairperson of the meeting at which the proceedings were held or by the Chairperson of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated. The minutes of the Committee meeting shall be available to all Board members.

The Committee, through its Chairperson, shall report to the Board at the next Board of Directors’ meeting after each Committee meeting. When presenting any recommendation to the Board, the Committee will provide such background and supporting information as may be necessary for the Board to make an informed decision. The Committee shall provide such information to the Board as necessary to assist the Board in making a disclosure in the Annual Report in accordance with the recommendation of the MCCG 2012 and Appendix 9C Part A of the Listing Requirements.

Circular Resolutions signed by all the members shall be valid and effective as if it had been passed at a meeting of the Remuneration Committee.

The Chairperson of the Committee shall be available to answer questions about the Committee’s work at the Annual General Meeting of the Company.
SCOPE OF ACTIVITIES

The duties of the Remuneration Committee shall include the following:
  1. To establish and recommend to the Board, a transparent remuneration structure and policy which attracts and retains executive directors (if any) and key executives and to review for changes to the policy, as may be necessary for alignment with the business strategy and long-term objectives of the Company;
  2. To review and recommend the entire individual remuneration packages for each of the Managing Director, Executive Director and, as appropriate, other senior executives, including: the terms of employment or contract of employment/service; any benefit, pension or incentive scheme entitlement; any other bonuses, fees and expenses; and any compensation payable on the termination of the service contract by the Company and/or the Group;
  3. To review the performance standards for key executives to be used in implementing the Group’s compensation programs where appropriate;
  4. To review and approve management’s recommendation on the salary increment of the Group’s executive employees (non-directors) and bonus and other benefits which should be made based on the individual’s performance and responsibilities and should be reasonable with reference to the level of compensation accorded by comparable companies or industry in line with the overall performance of the Group;
  5. To review and recommend to the Board regarding any proposed new share issuance scheme, share grant scheme and/or amendments to the existing scheme;
  6. To review and approve the granting of share options to the Group’s executives under any share issuance scheme, share grant scheme and to consider matters arising from implementation of share issuance scheme; and
  7. To consider other matters as referred to the Committee by the Board.
 
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