2018 REMUNERATION COMMITTEE'S TERMS OF REFERENCE


1. Ojectives

To assist the Board of Directors in their responsibilities in assessing the remuneration packages of the executive directors.


2. Membership

2.1. All members of the Remuneration Committee (“Committee”) 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 number.

2.3 The Chairman of the Committee shall be approved by the Board of Directors


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.s

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 of the Remuneration Committee. Except in the case of an emergency, reasonable notice of Remuneration Committee meeting shall be given in writing.s

In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the Meeting. s

3.3 All meetings carried out by the Committee in discharge of all its functions should be properly documented and kept by the Company Secretary.


4. Circular resolution

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. Quorum

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


6. Responsibilities

6.1 To develop and assess with the board the fee structure and remuneration package for executive directors of the board and the Chief Executive Officer (“CEO”).

The remuneration package structure should consist not only of fixed monetary rewards, benefits-in kind but a proportion which are linked to performance of the individual and the group’s overall financial performance.

6.2 To ensure that the remuneration structure is set at a competitive level which commensurate with similar roles within similar markets in order to recruit and retain executive directors or CEO.

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

6.3 Shall strive to find a balance when setting the fee structure and remuneration package for 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.

6.4 Annually review the remuneration package for executive directors and CEO before recommending to the board for approval.

6.5 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.



 
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