Terms of Reference of Remuneration Committee

In line with the best practice of Corporate Governance, the Remuneration Committee is governed by the following terms of reference:-

1. Objective

The Board of Directors (“the Board”) established the Remuneration Committee on 24 February 2006 and is delegated with the following specific tasks:-

    1. To establish policies on the remuneration of Executive Directors;
    2. To recommend to the Board the remuneration of Executive Directors and Independent Non-Executive Directors in all its form, drawing from outside advice as necessary;

2. Composition

    1. The Board shall appoint a Remuneration Committee Chairman who shall be an Independent Non-Executive Director. In the absence of the Remuneration Committee Chairman, the remaining members present shall elect one among themselves to chair the meeting who would qualify under these terms of reference to be appointed to that position by the Board.
    2. The Remuneration Committee shall comprise of at least three (3) members. A majority of the members of the Remuneration Committee members shall be Independent Non-Executive Directors.
    3. The members of the Remuneration Committee shall be appointed by the Board, on the recommendation of the Nomination Committee.
    4. The Chairman of the Board shall not be a member of the Remuneration Committee.

3. Attendance and Frequency of Meeting

    1. A member of the Remuneration Committee shall excuse himself/herself from the meeting during discussions or deliberations of any matter which gives rise to an actual or perceived conflict of interest situation for him/her. Where this causes a lack of quorum, the Remuneration Committee shall appoint another candidate(s) who meets the membership criteria.
    2. The Remuneration Committee may invite any persons to attend meetings to assist in its deliberations, however, they shall not be entitled to vote during meetings or be counted as part of the meeting quorum.
    3. The quorum for a meeting shall be two (2) members.
    4. The Remuneration Committee shall meet at least once in each financial year although additional meetings may be called at any time at the discretion of the Remuneration Committee Chairman.

4. Procedures of Meetings

    1. The Remuneration Committee Chairman shall preside at all meetings.
    2. The Remuneration Committee may call for a meeting with a minimum fourteen (14) days’ notice. Nevertheless, a shorter notice is permitted subject to agreement by all Remuneration Committee members.
    3. The Company Secretary shall be the Secretary of the Remuneration Committee and shall be responsible, in conjunction with the Remuneration Committee Chairman, for drawing up the agenda and circulating it to members prior to each meeting.
    4. All decisions are determined by a majority of votes. In case of equality of votes, the Remuneration Committee Chairman shall have a casting vote.
    5. A Remuneration Committee member may participate in a Remuneration Committee meeting by means of telephone or video conference or any other means of audio-visual communications and the person shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly.
    6. A resolution in writing signed by a majority of the Remuneration Committee members and constituting a quorum shall be effective as a resolution passed at a meeting of the Remuneration Committee.

5. Minutes of Meetings

    1. The Company Secretary shall minute the proceedings and resolutions of all meetings, including the names of those present and in attendance.
    2. Draft minutes of Remuneration Committee meetings shall be circulated promptly to all members of the Remuneration Committee. Once approved, minutes should be circulated to all other members of the Board unless in the opinion of the Remuneration Committee Chairman it would be inappropriate to do so.

6. Authority

    1. The Board has constituted the Remuneration Committee with the authorities necessary to perform the duties set out under these terms of reference.
    2. The Remuneration Committee has full and unrestricted access to all information and documents it requires for the purpose of carrying out its duties and responsibilities.
    3. The Remuneration Committee may engage advisers or otherwise obtain such independent legal or other professional services, as it requires, at the expense of the Company, with prior consent of the Board.

7. Functions

The functions of the Remuneration Committee shall include the following:-
    1. Assisting the Board in determining the policy and structure for the remuneration of the Executive Chairman, CEO, Executive Directors and Independent Non-Executive Directors;
    2. Reviewing and recommending to the Board for approval, the Executive Chairman’s/CEO’s/Executive Director’s individual remuneration packages and benefits including pension, share based remuneration (including option schemes), service contracts and compensation payment as well as other terms of employment. The Remuneration Committee must ensure that this is linked to, inter alia, the individual’s, Company’s, and Group’s annual performance, relative shareholder return and the value of similar incentive awards at comparable companies.
    3. Reviewing and recommending compensation commitments/severance payments for the Executive Chairman/CEO/Executive Directors in the event of early termination of the employment/service contracts.
    4. Reviewing and recommending to the Board for approval the Independent Non-Executive Directors’ fees and attendance allowances.

8. Reporting Responsibilities

The remuneration packages and benefits of the Executive Chairman/CEO/Executive Directors are determined according to:

    1. Current market rate within the industry and in comparable companies;
    2. Scope of duty and responsibilities;
    3. Academic and/or professional qualifications and work experience;
    4. Leadership, entrepreneurship and vision
    5. Corporate and individual performance; and
    6. Scale and complexity of both the business and the role.

The fees for the Independent Non-Executive Directors are determined according to:

    1. Current market rate;
    2. Extent of duty and responsibilities;
    3. Academic and/or professional qualifications and work experience;
    4. Size and complexity of business; and
    5. Corporate and individual performance.

9. Reporting Responsibilities

The Remuneration Committee Chairman shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

These terms of reference was reviewed and approved by the Remuneration Committee Committee and Board on 26 May 2022.