OBJECTIVES

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.

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.

CHAIRMAN

The Chairman of the RC shall be a Non-Executive Director, Independent Director or the Senior Independent Director appointed by the Board from amongst the RC members. The RC Chairman shall chair all RC meetings but in the absence of the Chairman, the members of the RC can elect from amongst themselves as the Chairman of the RC meeting.

SECRETARY(IES)

The Secretary(ies) of the RC shall be the Company Secretary(ies) of the Company.

The Secretary(ies) shall be responsible for drawing up the agenda and circulating it prior to each meeting and keeping the minutes of meetings of the RC.

MEETINGS

The RC 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 or any member of the RC may call for additional meetings at any time at their discretion. 

Reasonable notice of the RC shall be given in writing sent through the post, facsimile, electronic mail and by any means of telecommunication in permanent written form to all the RC members, except in the case of emergency, where RC may waive such requirement.

The RC may hold a committee meeting at one (1) or more venues within or outside Malaysia using any technology that gives the RC members as a whole a reasonable opportunity to participate. Any member of the RC participates at a RC meeting by way of telephone and video conferencing or by means of other communication equipment whereby all persons participating in the meeting are able to hear each other and be heard for the entire duration of the meeting in which event such member shall be deemed to be present at the meeting. A member participating in a meeting in the manner aforesaid may also be taken into account in ascertaining the presence of a quorum at the meeting. Any meeting held in such manner shall be deemed to be held at such place as shall be agreed upon by the members attending the meeting provided that at least one (1) of the members present at the meeting was at such place for the duration of that meeting. All information and documents must be made equally available to all participants prior to or at/during the meeting.

Questions arising at any meeting of the RC shall be decided by a majority of votes of the members present, and in the case of equality of votes, the Chairman of the RC shall have a second or casting vote.

QUORUM

A quorum shall consist of two (2) members.

CIRCULAR RESOLUTION

A resolution in writing may be accepted as sufficiently signed by a member of the committee if transmitted to the Company by any technology purporting to include a signature and/or an electronic or digital signature by a majority of the RC members for the time being, and shall be valid and effective as if it had been passed at a meeting of the RC duly called and constituted. All such resolutions shall be described as “Remuneration Committee Members’ Resolution in Writing” and shall be forwarded or otherwise delivered to the Company Secretary(ies) without delay and shall be recorded by the Company Secretary(ies) in the minutes book. Any such resolution may consist of several documents in like form, each signed by one (1) or more members of the RC.

MINUTES

Minutes of each RC meeting shall be kept at the registered office and distributed to each member of the RC and also to the other members of the Board.

The Minutes of the RC Meeting shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence of the proceedings of the meeting duly held.

REPORTING

The Chairman of the RC shall report to the Board on the proceedings of each meeting and on matters as it considers appropriate within its terms of reference at least once a year, but more frequently if it so wishes, either formally in writing or verbally.

The RC shall report to the Board on any specific matters referred to it by the Board.

AUTHORITY

The RC shall, in accordance with a procedure or process to be determined by the Board and at the expense of the Company:-

• have resources which are required to perform its duties;
• have full and unrestricted access to all information and documents within the Group to perform its duties;
• obtain external professional advice or other advice and invite persons with relevant experience to attend its meetings, if necessary; and
• seek input from management on remuneration policies, but no individual should be directly involved in deciding their own remuneration.

DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the RC are as follows:-

• Review Group’s policies and procedures on remuneration including reviewing and recommending matters relating to the remuneration of Directors and senior management, and recommend to the Board for approval.
• In determining the remuneration packages of Directors and senior management, the Committee should take into consideration the following:-

1. 1. 1. Technical competency, skills, expertise and experience;
      2. Qualification and professionalism;
      3. Integrity;
      4. Roles and responsibilities;
      5. Company's performance in managing material sustainability risks and opportunities; and
      6. Aligned with the business and risks strategies, and long-term objectives of the Group.

• Review remuneration packages of Directors, senior management and key consultants, having regard to the Group’s operating results, individual performance and comparable market statistics and recommend to the Board for approval.
• Review compensation policy of Directors and senior management, and ensure the compensations offered are in line with market practice.
• Ensure fees and benefits payable to Directors, and any compensation for loss of employment of Executive Directors are approved by shareholders at General Meetings.
• Oversee any major changes in employee remuneration and benefit structures throughout the Group.
• Recommend to the Board any performance-related pay schemes for the Company or Group.
• Recommend to the Board on the appointment of experts or consultants, where necessary to fulfill its responsibilities.
• To carry out other responsibilities, functions or assignments as may be agreed by the Board from time to time.

REVIEW OF THE WRITTEN TERM OF REFERENCE

Any amendments to this term of reference to be approved by the Board. These terms of reference will be reviewed and updated periodically in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Committee’s responsibilities.

The written terms of reference will be made to public on the Company’s website.