Remuneration Committee

MEMBERS

Dato’Ahmad Hassan Bin Osman (Chairman) - Independent Non-Executive Director

Dato’ Haji Mohd Suhaimi Bin Abdullah - Independent Non-Executive Director

Mr. Wong Thai Sun - Independent Non-Executive Director

TERMS OF REFERENCE

1. Objective
   
   

   To recommend to the Board of Directors the policy, framework and quantum values for the executive directors' remuneration and its cost, the remuneration package for each director, including those serving in subsidiary companies.
   
   

2. Composition
   
   

   The Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of no fewer than 3 members, wholly or mainly of non-executive directors

   The Chairman of the Committee shall be appointed among the members of the Committee.
   
   

3. Meetings
   
   

   The Committee shall meet as required and at least once a year.

   In order to form a quorum, a majority of members of the Committee must be present. For the purpose of this provision, any committee member who is able (directly or by telephone communication) to speak and be heard by each of the other committee members present, shall be deemed to be present in person at such meeting and shall be entitled to vote or be counted in the quorum accordingly

   The Company Secretary shall be the secretary of the Committee.
   
   

4. Authority
   
   

   The Committee is authorised to have the resources which are required to perform its duties, have full and unrestricted access to any information pertaining to the Company and have direct communication channels with the directors.

   The Committee is authorised by the Board to obtain external professional advice from external consultants and appropriate survey data on the remuneration practices of comparable companies whenever deemed necessary.
   
   

5. Duties
   
   
   • To review, deliberate and recommend the annual salaries, incentive arrangements, service arrangements and other employment condition for the executive directors.
   • To review such a policy on a yearly basis and make any adjustments as deemed necessary to ensure the Group can attract and retain executives of the necessary quality in a highly and increasingly competitive market place.
   • To review, with the executive directors if necessary, their job functions and to ensure that remuneration commensurate with performance and the executive director does not participate in decisions in his own remuneration packages.
   • To review the remuneration arrangements of the executive directors to be in line with the Group's overall practice on pay and benefits in order to reward them competitively after taking into account performance, market comparisons and competitive pressures in the industry.