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Remuneration Committee
Terms of Reference for Remuneration Committee
1. Objectives
To assist the
Board of Directors in their responsibilities in assessing
the remuneration packages of the executive Directors.
2. Composition of members
The Board of
Directors shall elect the Remuneration Committee members
from amongst themselves, composed wholly of non-executive
Directors.
3. Chairman
The Chairman of
the Remuneration Committee shall be elected from amongst the
Remuneration Committee members. The Chairman of the
Committee shall be approved by the Board of Directors.
4. Secretary
The Secretary of
the Remuneration Committee shall be the Company Secretary of
the Company and as a reporting procedure, the Minutes shall
be circulated to all members of the Board.
5. Meetings
The Remuneration
Committee may meet together for the despatch of business,
adjourn and otherwise regulate their Meetings, at least once
a year or more frequently as deemed necessary. The Chairman
may call for additional Meetings at any time at the
Chairman’s discretion.
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 every Remuneration Committee Meeting shall be
given in writing.
In the absence of the Chairman, the members can elect from
amongst themselves the Chairman for the Meeting.
6. Quorum
A quorum shall
consist of two (2) members.
7. Circular Resolutions
A resolution in
writing signed or approved by letter, telegram, telex or
telefax or other electronic/ digital means (including but
not limited to electronic mail) by all the Remuneration
Committee Members and who are sufficient to form a quorum,
shall be as valid and effectual as if it had been passed at
a Meeting of the Remuneration Committee duly called and
constituted. All such resolutions shall be described as
“Remuneration Committee Members’ Resolutions in Writing” and
shall be forwarded or otherwise delivered to the Secretary
without delay, and shall be recorded by him in the Company’s
Minutes Book. Any such resolution may consist of several
documents in like form, each signed by one (1) or more
Remuneration Committee Members.
8. Reporting
The Remuneration
Committee shall report to the Board of Directors, either
formally in writing, or verbally, as it considers
appropriate on the matters within its terms of reference at
least once a year, but more frequently if it so wishes.
The Remuneration Committee shall report to the Board of
Directors on any specific matters referred to it by the
Board.
9. Authority
The Remuneration
Committee shall, in accordance with a formal and transparent
procedure or process or policy on executive Directors'
remuneration packages to be determined and established by
the Board of Directors and at the expense of the Company,
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shall
review, assess and recommend to the Board of Directors
the remuneration packages of the executive Directors in
all forms, with other independent professional advice or
outside advice as necessary.
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shall be
entitled to the services of a Company Secretary who must
ensure that all decisions made on the remuneration
packages of the executive Directors be properly recorded
and minuted in the minutes book.
10. Duties and Responsibilities
The duties and
responsibilities of the Remuneration Committee are as
follows:-
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To review
and assess the remuneration packages of the executive
Directors in all forms, with or without other
independent professional advice or other outside advice;
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To ensure
the levels of remuneration be sufficiently attractive
and be able to retain Directors needed to run the
Company successfully;
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To structure
the component parts of remuneration so as to link
rewards to corporate and individual performance and to
assess the needs of the Company for talent at Board
level at a particular time;
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To recommend
to the Board of Directors the remuneration packages of
the executive Directors;
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To act in
line with the directions of the Board of Directors; and
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To consider
and examine such other matters as the Remuneration
Committee considers appropriate.
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