Terms of Reference of the Nominating and Remuneration Committee

1. CONSTITUTION

The Board of Directors has established a Committee of the Board to be known as the Nominating and Remuneration Committee (“N & R Committee”).

 

2. OBJECTIVE

The primary objective of the N & R Committee is to recommend to the Board the nomination and remuneration of Executive Directors, Non-Executive Directors and Chief Executive Officer.

However, the determination of the remuneration of Non-Executive Directors, including the Non-Executive Chairman will rest as a matter for the Board as a whole. The individuals, whether Executive Directors or Non-Executive Directors, should play no part in decisions and/or approval of their own remuneration.

 

3. COMPOSITION OF THE N & R COMMITTEE
  • The members of the N & R Committee shall be appointed by the Board of Directors from amongst their members. The N & R Committee shall consist of at least two (2) members and exclusively of Non-Executive Directors, the majority of whom shall be Independent Directors.

  • The members of the N & R Committee shall elect a Chairman from amongst its members.

  • In the event of any vacancy in the N & R Committee resulting in the non-compliance of the above, the Company must fill the vacancy within two (2) months, but in any case not later than three (3) months.
  • The Board must review the term of office and performance of the N & R Committee and each of its members at least once every 3 years to determine whether such N & R Committee and members have carried out their duties in accordance with their terms of reference.

 

4. MEETINGS

(a)  Frequency of Meeting

  • The N & R Committee shall meet at least once a year and as many times as the N & R Committee deems necessary with due notice of issues to be discussed.

(b)  Proceedings of Meeting

  • The quorum for meeting of the N & R Committee shall be two (2) members and the majority of members present must be Independent Directors.
  • If at any meeting, the Chairman of the N & R Committee is not present within fifteen (15) minutes of the time appointed for holding the same, the members of the N & R Committee present shall choose one of their number to be Chairman of such meeting.
  • Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairman of the N & R Committee shall have a second or casting vote.

(c)  Attendance at Meeting

  • Other members of the Board and officers of the Company and its group may attend the meeting (specific to the relevant meeting) upon the invitation of the N & R Committee.

 

5. DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the N & R Committee shall include the following:-

(a) To identify and recommend to the Board, candidates for directorship of the Company, taking into consideration the candidates’:-

  • skills, knowledge, expertise and experience;
  • professionalism;
  • integrity; and
  •  in the case of candidates for the position of Independent Non-Executive Directors, the N & R Committee should also evaluate the candidates’ ability to discharge such responsibilities/functions as expected from Independent Non-Executive Directors;

(b) To recommend to the Board, Directors to fill the seats on Board Committees;

(c) To review annually of the required mix of skills and experiences and other qualities including core competencies which Non-Executive Directors should bring to the Board and recommend its findings to the Board;

(d) To assess annually the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual Director and thereafter, recommend its findings to the Board;

(e) To recommend to the Board, the remuneration of the Executive Directors in all its forms, drawing from outside advice as necessary;

(f) To review and advise the Board on the terms of appointment and remuneration of the Chief Executive Officer;

(g) To review the annual salary increments and bonuses for the Executive Directors;

(h) To oversee any major changes in employee remuneration and benefit structures throughout the Company and the Group;

(i) To seek external advice, where necessary to recommend the remuneration package for the Directors; and

(j) To carry out any other function that may be mutually agreed upon by the N & R Committee and the Board which would be beneficial to the Company and ensure the effective discharge of the N & R Committee’s duties and responsibilities.

 

6. RETIREMENT AND RESIGNATION OF MEMBER OF THE N & R COMMITTEE
  • A member of the N & R Committee who wishes to retire or resign should provide sufficient written notice to the Company so that a replacement may be appointed before he leaves.