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| Corporate Governance |
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| Remuneration Committee |
TERMS OF REFERENCE
1. Membership
- Members of the committee shall be appointed by the Board. The Committee shall be made up of at least three members;
- A majority of the members of the Committee 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 duty 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 exercisable 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 and on the establishment of a formal and transparent procedure for developing a policy on such remuneration;
- to determine the remuneration 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 considers factors such as salaries paid by comparable companies, employment conditions and desirability of performance-based remuneration;
- to make recommendations to the Board on the remuneration of the Non-Executive Directors. In doing so, the Committee considers factors such as fees paid by comparable companies, time commitment and responsibilities of the Non-Executive Directors;
- to review and approve performance-based remuneration by referring to corporate goals and objectives set by the Board;
- to review and approve the compensation payable to Executive Directors and Senior Management relating to 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 dismissals 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 no Director and any of his / her associates is involved in deciding his / her 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 an decisions or recommendations made; and
- to delegate such of its powers as the Committee deems appropriate to management.
5. Authority
- The Committee is authorised to obtain, at the Company's expense, outside legal or professional advice on any matter within its terms of reference.
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