The Remuneration Committee (the “Committee”) shall be appointed by the Board from among their members and shall be composed wholly or mainly of Non-Executive Directors and majority of them should be independent directors of not fewer than three members. The Chairman of the Board should not be a member of the Committee.
The members of the Committee shall elect a Chairman from among their members who shall be a Non-Executive Director.
The Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings, at least once a year or more frequently as deemed necessary. The Chairman may call for additional meetings at any time at the Chairman’s discretion.
The quorum of the meeting shall be a majority of members present.
The Secretary shall on the requisition of the members of the Committee, summon a meeting of the Committee and except in the case of an emergency, reasonable notice of every Committee meeting shall be given in writing.
The Committee may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.
The primary objective of the Remuneration Committee is to recommend to Board the remuneration of the Directors in all its forms, drawing from outside advice as necessary.
The Committee shall be authorised to :-
|(a)||The Committee is authorised to seek any information it requires from any employee of the Company in order to perform its duties.|
|(b)||The Committee is authorised to call for any appropriate person or person to be in attendance to make presentations or furnish or provide independent advice on any matters within the scope of responsibilities.|
|(c)||The Committee is authorised by the Board to obtain, at the Company’s expense, external legal or other professional advice on any matters within its terms of reference.|
|6.||DUTIES AND RESPONSIBILITIES
The Committee shall:-
|(a)||Assist the Board in developing, setting and administrating a fair and transparent remuneration policy and procedure for directors.|
|(b)||The Committee shall review and recommend to the Board the framework of remuneration of the Executive Directors, ensuring that remuneration is set at a competitive level for similar roles within comparable markets to recruit, attract, retain and motivate high calibre, individuals and so structured as to align their interest with those of the Company and shareholders. Executive Directors should not be involved in determining their remuneration.|
|(c)||The Committee shall review and determine the annual salary increment, performance bonus, and short term/long term incentives (including share grant and bonus) for Executive Directors depending on various performance measurements including performance in managing material sustainability risk and opportunities of the Group.|
|(d)||The Committee shall review and determine the other benefits in kind for the Executive Directors.|
|(e)||The Committee shall review and making recommendations to the Board in respect of the remuneration of the Non-Executive Directors (including directors’ fee and other benefits payable), particularly on whether the remuneration remains appropriate to each Director’s contribution, taking into account the level of expertise, commitment and responsibilities undertaken. The remuneration for Non-Executive Directors should not conflict with their obligation to provide objective and independent judgement on matters discussed. The individuals concerned should abstain from the deliberation of their own remuneration.|
|(f)||The Committee may recommend the engagement of external professional advisors to assist and/or advise the Committee and the
Board, on remuneration matters, where necessary.
A resolution in writing signed by a majority of the Committee for the time being shall be as valid and effectual as if it had been passed at a meeting of the Committee duly called and constituted.
Any such resolution may consist of several documents in like form each signed by two (2) or more Committee. Any such document may be accepted as sufficiently signed by a Committee if transmitted to the Company by telex, telegram, cable, facsimile or other electrical or digital written message to include a signature of a Committee.
|8.||REVIEW OF THE TERMS OF REFERENCE
The Committee shall recommend any changes to its terms of reference in such manner as the Committee deems appropriate to the Board for approval. The terms of reference shall be assessed, reviewed and updated where necessary i.e. when there are changes to the Malaysian Code of Corporate Governance, Listing Requirements or any other regulatory requirements. It should also be reviewed and updated when there are changes to the direction or strategies of the Group that may affect the Committee’s role.