REVISED TERMS OF REFERENCE OF REMUNERATION COMMITTEE
The principal objectives of the Remuneration
Committee is to assist the Board of Directors in
their responsibilities in establishing a formal
and transparent remuneration policies and
procedures to attract and retain executive
directors and also assessing the remuneration
packages of the executive directors.
The members of the Nomination Committee are:
Khasan Bin Ahmad ：
Binti Dato’ Hj Baharuddin Marji
Board of Directors shall elect the Remuneration
Committee members from amongst themselves, composed
wholly or mainly of non-executive directors.
Chairman of the Remuneration Committee shall be
elected from amongst the Remuneration Committee
The Chairman of the Committee shall be approved by
the Board of Directors.
Secretary of the Remuneration Committee shall be the
Company Secretary of the Company.
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 Remuneration Committee may participate in a meeting of the Remuneration Committee by means of conference telephone, conference videophone or any similar or other communication equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.
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.
absence of the Chairman, the members can elect from
amongst themselves the Chairman for the Meeting.
quorum shall consist of two (2) members, one of whom
shall be the Chairman of the Committee.
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:
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.
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.
duties and responsibilities of the Remuneration
Committee are as follows:
review and assess the remuneration packages of
the executive directors, Chief Executive Officer
or senior management in all forms, with or
without other independent professional advice or
other outside advice.
review annually and recommend the Board the
overall remuneration policy for the Directors,
Chief Executive Officer and Senior Management to
ensure that the rewards commensurate with their
contributions to the Company’s growth and
profitability; and that the remuneration policy
supports the Company’s objectives and
shareholder value and is consistent with the
Company’s culture and strategy.
review annually the performance of the Chief
Executive Officer, Executive Directors and
senior management and recommend to the Board
specific adjustments in remuneration and /or
reward payments, if any, reflecting their
contributions for the year; and which are
competitve and consistent with the Company’s
objectives, culture and strategy.
ensure the levels of remuneration be
sufficiently attractive and be able to retain
directors needed to run the Company
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
recommend to the Board of Directors the
remuneration packages of the executive
directors, Chief Executive Officer and senior
act in line with the directions of the Board of
consider and examine such other matters as the
Remuneration Committee considers appropriate.