Remuneration Committee Term of Reference

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TERMS OF REFERENCE


1. PURPOSE

To assist the Board in developing and administrating a fair and transparent procedure for setting policy on remuneration of directors that are determined on the basis of the directors’ merit, qualification and competence, having regard to the company’s operating results, individual performance and comparable market statistics. Fair remuneration is critical to attract, retain and motivate directors.

 

2. MEMBERSHIP

The members of the Committee shall comprise wholly or mainly of Non-Executive Directors and number at least three (3) in total.

The Chairman of the Committee shall be a Non-Executive Director appointed by the Board. The quorum of the Committee shall be at least two (2) members.

 

3. FREQUENCY OF MEETINGS

Meetings shall be held not less than once a year.

 

4. ADVISERS

The Committee is authorised by the Board to seek appropriate professional advice inside and outside the group at the Company's expense, as and when it considers this necessary.

 

5. DUTIES

The duties of the Committee shall be to recommend to the Board the remuneration of the Executive Directors.

The determination of the remuneration package of non-executive directors should be a matter for the Board as a whole and the individuals concerned is abstained from discussion of their own remuneration.

 

6. MINUTES

The minutes of meetings of the Committee shall be circulated to all members of the Board. .