1. MEMBERSHIP(a) The Remuneration Committee shall be appointed by the Board of Directors ("the Board") from amongst the Directors of the Company and shall consist of not less than three (3) members.
(b) All members of the Remuneration Committee must be Non-Executive Directors, with a majority of them must be independent and any person not having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgement in carrying out the functions of the Remuneration Committee.
(c) The Chairman of the Remuneration Committee shall be an Independent Director appointed by the Board.
(d) No alternate director shall be appointed as a member of the Remuneration Committee.
(e) In the event of any vacancy in the Remuneration Committee resulting the number of Remuneration Committee members being reduced to below three (3), the Board must fill the vacancy within three (3) months.
2. MEETINGS(a) The Remuneration Committee shall meet at least a year. Additional meetings may be held as decided by the Chairman.
(b) The Remuneration Committee meeting may be held at two (2) or more venues within or outside Malaysia using any technology that enables the Remuneration Committee members to participate for the entire duration of the meeting, and that all information and documents for the meeting must be made available to all members prior to or at the meeting.
(c) The quorum for each Remuneration Committee meeting shall be at least two (2) members, one of whom must be an Independent Director. If at any meeting, the Chairman of the Remuneration Committee is not present within fifteen (15) minutes of the time appointed for holding the same, the members of the Remuneration Committee present shall choose one of their number who shall be an Independent Director to chair that meeting.
(d) Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman of the meeting shall have a second or casting vote PROVIDED THAT where two (2) members form a quorum, the chairman of the meeting at which only such a quorum is present, or at which only two members are competent to vote on the question at issue, shall not have a casting vote.
(e) The Remuneration Committee may extend an invitation to other board members, Management or employees to attend the Remuneration Committee meetings as it deems necessary.
(f) The Company Secretary or such substitute as appointed by the Board or the Remuneration Committee from time to time shall be the Secretary of the Remuneration Committee. The Secretary shall be entrusted to record all proceedings and minutes of all meetings of the Remuneration Committee.
(g) The Chairman of the Remuneration Committee shall report to the Board of Directors on its proceedings after each meeting on matters within its duties and responsibilities. The Remuneration Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
(h) In the event the Remuneration Committee require matters to be approved by way of a written resolution, a resolution in writing signed or approved by letter or telefax or other electronic means by all members of the Remuneration Committee, shall be as valid and effectual as if it had been passed at a meeting of the Remuneration Committee duly called and constituted. Any such resolution may be executed in any number of counterparts, each signed by one or more members of the Remuneration Committee all of which taken together and when delivered to the Secretary shall constitute one and the same resolution.
(i) The notice of the Remuneration Committee meetings and meeting materials shall be circulated at least five (5) business days before each meeting to members of the Remuneration Committee. Except in the case of an emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to the Remuneration Committee member either personally or by fax or e-mail, fax, or by post or by courier to his/her registered address as appearing in the Register of Directors or to the address provided by the Remuneration Committee member, as the case may be.
(j) The Company shall cause minutes of all proceedings of the Remuneration Committee meetings to be entered in books kept for that purpose. Minutes of each meeting signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates. The books containing the minutes of proceedings of the Remuneration Committee meetings shall be kept by the Company at the Registered Office or any other place as may be determined by the Board and shall be open to the inspection of any member of the Board of Directors.
(k) The Chairman of the Remuneration Committee should attend the Annual General Meeting to answer to any shareholder questions on the Remuneration Committee’s activities.
3. DUTIES AND RESPONSIBILITIESThe duties of the Remuneration Committee shall include the following:-
(a) establishing and implementing policies and procedures on remuneration including reviewing and recommending matters relating to the remuneration of the Board and Senior Management;
(b) assist the Board in developing and administrating a fair and transparent procedure for setting policy on remuneration of the Board and Senior Management;
(c) ensuring the remuneration and incentives for Independent Non-Executive Directors do not conflict with their obligation to bring objectivity and independent judgement on matters discussed at board meetings;
(d) reviewing and recommending to the Board the total individual remuneration packages for Executive Directors and Senior Management including, where appropriate, bonuses, incentive payments within the terms of the agreed remuneration policy and based on their merit, qualification and competenece, having regard to the Company’s operating results, individual performance and comparable market statistics; and
(e) reviewing the fees of the Directors and any benefits payable to the Directors including any compensation for loss of employment of director or former director.
Pursuant to Section 230 of the Companies Act 2016, the fees of the Directors and any benefits payable to the Directors including any compensation for loss of employment of director or former director of the Company shall be approved at a general meeting.
The remuneration package of Non-Executive Directors should be determined by the Board as a whole.
In the event that the remuneration package of a Remuneration Committee member is to be discussed, the member concerned should abstain from the discussion of his/her own remuneration package. Similarly, the Executive Directors should not be involved in deciding
their own remuneration. Directors who are shareholders should also abstain from voting at general meetings to approve their fees.
The Remuneration Committee, whether as a full committee or in their individual capacity, shall be able to obtain independent professional advice at the Company’s expense in accordance with the procedures set out in the Board Charter, as and when deemed necessary.
The Remuneration Committee shall review its Terms of Reference periodically and may recommend to the Board, any changes it deems necessary.
The Terms of Reference of the Remuneration Committee was last reviewed by the Board on 27 February 2019.