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| Corporate Governance |
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| Remuneration Committee |
TERMS OF REFERENCE
1. Membership
- The Committee shall be appointed by the Board. The Committee shall be made of at least three members.
- A majority of the Committee members shall be Independent Non-Executive Directors.
- Only members of the Committee have the right to attend Committee meetings. Other individuals such as Chairman of the Board shall be in attendance with other senior management if deemed appropriate and invited by the Remuneration Committee.
- The Board shall appoint the Chairman of the Committee who shall be an Independent Non-Executive Director. In the absence of the Chairman of the Committee and/or an appointed deputy, the remaining members present shall elect one of their members to chair the meeting.
2. Quorum
- The quorum necessary for transaction of business shall be two members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercised by the Committee.
3. Frequency of meetings
- The Committee shall meet at least once a year.
4. Responsibilities
- To make recommendations to the Board on the structure of remuneration of Directors and senior management of the Company and on the establishment of a formal and transparent procedure for developing policy on such remuneration;
- To determine the specific remuneration packages of all Executive Directors and senior management, including benefits in kind, pension rights and compensation payments (including any compensation payable for loss or termination of their office or appointment). The Committee should consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the Directors, employment conditions elsewhere in the Group and desirability of performance-based remuneration;
- To review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time;
- To review and approve the compensation payable to Executive Directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company;
- To review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate;
- To ensure that no director or any of his associates is involved in deciding his own remuneration;
- To address and deal with such other matters as may be delegated by the Board to the Committee;
- To report to the Board any decisions or recommendations made; and
- To delegate such of its powers as the Committee may deem appropriate to management.
5. Authority
- The Committee is authorized to obtain, at the Company¡¦s expense, outside legal of professional advice on any matter within its terms of reference.
6. Reporting procedures
- The minutes of meetings of the Committee shall be circulated to all members of the Board.
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