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| Term of Reference of the Remuneration Committee |
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| 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 packages for Directors and Senior Management including the terms of service of Executive Directors and Senior Management in all forms. |
| 2.0 Composition |
| The Committee shall be appointed by the Board and shall consist exclusively of Non-Executive Directors, majority of whom must be independent. |
| The Committee shall comprise of no fewer than three (3) Board members. |
| The members of the Committee shall elect a Chairman from among themselves. |
| In the event that a member of the Committee vacates office resulting in the total number to reduce to below three (3), the Board shall, within three (3) months of that event, appoint a new member to make up the minimum number of three (3) members. |
| 3.1 |
The levels of remuneration should be sufficient to attract and retain the directors necessary for the successful operation of the company. For Executive Directors, the component parts of remuneration should be structured so as to link rewards to corporate and individual performance. For Non-Executive Directors, remuneration should reflect each individual's experience and the responsibilities they undertake. |
| 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 Malaysian 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 and documents 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. |
| The quorum for meetings shall be a minimum of two (2) members. 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 terms of service of the Executive Directors and Senior Management in all its forms. |
| The Committee may also have direct access to the advice and the services of the Company Secretary who is responsible for ensuring that the Board's procedures are followed. |
| The determination of remuneration packages for Directors should be the responsibility of the full Board as a whole after taking into consideration the recommendations of the Committee. 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: |
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to consider and recommend to the Board the remuneration framework for Executive Directors and Senior Management; |
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to provide the remuneration packages needed to attract, retain, and motivate Directors and Senior Management of the quality required to manage the business of the Group successfully; |
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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. |
| 7.0 Others |
| This Terms of Reference will be made available on the Company's website. |
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