TERMS OF REFERENCE OF REMUNERATION COMMITTEE'S


1. Ojectives

The Board has established a Remuneration Committee to review the Company’s remuneration policy and practices with the aim of attracting, motivating and retaining experience and high caliber Directors and Key Principal Officers of the Company. The right caliber Directors and Key Principal Officers are essential to drive the business strategy, objectives, values and long-term interest of the Company.


2. Membership

2.1. The Remuneration Committee shall be appointed by the Board from amongst its members. The Committee members shall be made up of at least three (3) members of whom should be exclusively non-executive directors.

Executive directors are prohibited from playing a part in their own remuneration package.

2.2. The members of Committee shall elect a Chairman amongst their committee members. In the absence of the Committee Chairman, the remaining members present shall elect one of their members to chair the meeting.
The Chairman of the Committee shall be approved by the Board of Directors

2.3 In the event of any vacancy in the committee, the Board of Directors shall within three (3) months of the vacancy, appoint such new member(s) to comply with the minimum composition.

2.4 The appointment / office of a committee member shall automatically be terminated if the member ceases to be a Director of the Company for any reason whatsoever or as determined by the Board.


3. Meetings

3.1 The Remuneration Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, at least once a year or more frequently if deem necessary. The Chairman may call for additional meetings at any time at the Chairman's discretion.

3.2 The Company Secretary shall be the secretary of the Committee.
The Secretary shall on the requisition of the members of the Remuneration Committee summon a meeting with at least 5 days' notice prior to each meeting. Except in the case of an emergency, such notice may be waived by members of the Remuneration Committee.

3.3 The meetings may be conducted by means of telephone conferencing or video conferencing or any other means of audio/visual communications and the person shall be deemed to be present in person and shall be entitled to vote and /or be counted in a quorum accordingly.

3.4 The quorum for meeting shall be two (2) members.

3.5 For good corporate governance, a member of the Committee shall excuse himself/herself from the meeting during discussions or deliberations of any matter which give rise to an actual or perceived conflict of interest situation.


4. Minutes of Meeting

4.1 All meetings carried out by the Committee in discharge of all its functions should be properly documented and kept by the Company Secretary. Minutes of meeting shall be distributed to Committee members and Board members for their notation.

4.2 A resolution in writing signed or approved by letter, fax, email or other written electronic communications by the majority of the members who are sufficient to form a quorum shall be valid and effectual as if it had been passed at a meeting. All such resolutions shall be described as “Members Circular Resolution” and shall be forwarded or otherwise delivered to the Company secretary without delay and shall be recorded by the Company Secretary in the minute book. Any such resolution may consist of several documents in like form, each signed by one or more directors.


5. Authority

5.1 The Committee is authorized by the Board to perform its duties and responsibilities within these terms of reference.

5.2 The Committee shall also be provided the resources to perform its duties and have unrestricted access to information from the management of the group


6. Responsibilities

6.1 To develop, assess and review the service arrangements including terms, employment contract and other conditions pertaining to the remuneration package and fee structure for the Key Principle Officers/ Executive Directors or Chief Executive Officer (“CEO”) in line with the Company’s business strategy and long term objectives.

To review annually the appropriateness and relevance of the remuneration package offered only to the Key Principle Officers/ Executive Directors or the CEO of the Company.

6.2 The remuneration package structure comprises fixed monetary rewards, benefits-in kind, mandatory regulatory contribution including a proportion for performance incentive which is linked to performance of the individual and the group’s overall financial performance.

6.3 To ensure that the remuneration structure is set at a competitive level which commensurate with similar roles within similar markets in order to recruit, attract and retain talents of Key Principle Officers /Executive Directors or CEO.

6.4 Where possible, external sources of information are referred or independent professional advice seeked to gauge the industry and market latest news.

6.5 Shall strive to find a balance when setting the fee structure and remuneration package for Key Principle Officers/ Executive Directors and CEO that would be attractive enough to retain and encourage the executive directors to excel in their responsibility to led the Company and the group.

6.6 Annually review the remuneration package for Key Principle Officers/ Executive Directors and CEO and recommend to the Board of Directors the remuneration packages that takes into account the demands, complexities of the business environment, business strategy, performance of the company both quantitative and qualitative as well as individual skills, expertise in discharging their duties before recommending to the board for approval.

6.7 The determination of the remuneration package of non-executive directors including non-executive Chairman should be a matter for the whole board. Fees for non-executive directors should take into account trends for similar positions in the market, time commitment and the additional responsibilities undertaken such as acting as a chairman of a board committee.

However, the determination of the remuneration package for non-executive directors should also take into account the company’s financial performance.

6.8 Review the Annual Report disclosures pertaining to Remuneration Committee and Directors Remuneration are being complied as follows:-

- Membership of the Remuneration Committee and duties perform during the year
- Details of the remuneration of each Director are disclosed on a name basis including salary, bonus, benefits, performance incentives and other emoluments
- Details of the remuneration of the Key Principle Officers of the Company are disclosed in bands of RM50,000.

The Terms of Reference of the Remuneration Committee shall be reviewed as and when required and revision shall be tabled and adopted at the Board meeting.

 
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