Homeritz | Home Living Furniture Manufacturer and Export
Term of Reference of the Remuneration Committee
1.0 Objectives
The objective of the Remuneration Committee (“the Committee”) is to recommend to the Board of Directors (“the Board”) the remuneration policy and framework for Directors including the terms of service of Executive Directors in all forms.
2.0 Composition
The Committee shall be appointed by the Board, consisting wholly or mainly of Non-Executive Directors.
The Committee shall comprise no fewer than 3 Board members.
The members of the Committee shall elect a Chairman from among their numbers.
In the event that a member of the Committee vacates office resulting the total number to reduce to below 3, the Board shall, within 3 months of that event, appoint a new member to make up the minimum number of 3 members.
3.0 Guiding Principles
3.1 The levels of remuneration should be sufficient to attract and retain the directors needed to run the company successfully. The component parts of remuneration should be structured so as to link rewards to corporate and individual performance, in the case of executive directors. In the case of non-executive directors, the level of remuneration should reflect the experience and level of responsibilities undertaken by the particular non-executive concerned.
3.2 There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors.
3.3 The Committee shall take into cognisance in its deliberations the Listing Requirements of Bursa Malaysia Securities Berhad and the principles in the Malaysia Code on Corporate Governance 2012, and any other pertinent regulations and laws, as well as revisions which may come into force thereafter.
4.0 Meetings
The Committee shall meet at least once a year and such additional meetings as may be required for the Committee to fulfil its duties. In addition, the Chairman may call a meeting if a request is made by any Committee member. The agenda for each meeting including supporting information shall be circulated at least seven (7) days before each meeting to the Committee members and all those who are required to attend the meeting
At all meetings of the Committee, the Chairman of the Committee, if present, shall preside. If the Chairman of the Committee is absent, the members present at the meeting shall elect a Chairman for the meeting. The Company Secretary shall be the Secretary of the Committee.
A quorum shall consist of a majority of the members of the Committee. No business shall be transacted at any meeting unless a quorum is present.
The Committee shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated. The minutes of the Committee meeting shall be available to all Board members.
5.0 Authority
The Committee is authorised to draw from outside advice as necessary in recommending to the Board the remuneration policy and framework for the Directors including the remuneration and term of service of the Executive Directors in all its forms.
The Committee may also obtain direct access to the advice and the services of the Company Secretary who is responsible for ensuring that the Board’s procedures are followed.
Executive Directors should play no part in decisions on their own remuneration. Executive Directors’ remuneration are linked to their performance.
The determination of remuneration packages for Directors should be the responsibility of the full Board as a whole after taking into consideration the recommendations from the Committee. The level of remuneration should reflect the experience and level of responsibilities undertaken by the Non-Executive Directors concerned. The individuals concerned should abstain from discussion on their own remunerations.
6.0 Duties and responsibilities
The duties and responsibilities of the Committee are as follows:
to consider and recommend to the Board the remuneration framework for Directors;
to provide the remuneration packages needed to attract, retain and motivate Directors of the quality required to manage the business of the Group successfully;
act in line with the directions of the Board of Directors; and
to consider and examine such other as Remuneration Committee considers appropriate.
7.0 Others
This Terms of Reference will be made available on the Company’s website.