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Eksons Corporation Berhad.

Terms Of Reference Of The Remuneration Committee

1.

OBJECTIVE

The Remuneration Committee ("RC") is established in 2001 by the Board of Directors ("Board") of the Company. The principal objective of the RC is to provide assistance to the Board in determining the compensation, remuneration and benefits packages of the Directors and Senior Management.

   

2.

COMPOSITION

The RC shall be appointed by the Board, on the recommendation of the Nomination Committee and comprise wholly or mainly of non-executive directors. The RC shall, at every meeting, elect a chairman from among their number to preside at the meeting. The Company Secretary shall be the secretary of the RC.

   

3.

MEETINGS

The RC shall be meet at least once a year or upon the request of any of its members. The RC may invite any person to be in attendance at the meeting to assist in its deliberations.

   

4.

QUORUM

The quorum of the meetings shall be at least two (2) members.

   

5.

REPORTING

The RC shall report its proceedings regularly to the Board.

   

6.

RESOLUTIONS AND PROPOSALS BY CIRCULATION AND MEETING USING
COMMUNICATION TECHNOLOGY

The RC is allowed to carry out its resolutions by way of circulation. A resolution in writing signed or approve by letter, electronic mail, telegram, telex or telexfax or other form of electronic communication by a simple majority of the RC, shall be valid effectual as if it had been passed at a meeting of the RC duly called and constituted.

The RC may meet together for dispatch of business, adjourn, and otherwise regulate their meetings as they think fit by means of any communication technology by which all persons participating in the meeting are able to hear and be heard by all other participants without the need for a RC to be in the physical presence in the meeting. The RC participating in any such meeting shall be counted in the quorum for such meeting. All effective as a resolution passed at a meeting in person of the members duly convened and held.

The RC shall not be delegated with decision-making powers but shall report its recommendations to the full Board for decision.

   

7.

FUNCTION

The function of the RC is to recommend to the Board the remuneration of the Executive Directors and Senior Management in all its forms, drawing from outside advice as necessary.

Executive directors should play no part in decisions on their own remuneration.

   

8.

OTHER

The determination of remuneration packages of non-executive directors, including non-executive chairman should be a matter for the Board as a whole. The individuals concerned should abstain from discussion of their own remuneration.