Remuneration Committee Terms of Reference


    The primary objective of the Remuneration Committee (“RC”) is to provide recommendations on remuneration packages and benefits for Executive Directors, Non-Executive Directors and Key Management Personnel.


    1. Members of the RC shall be appointed from amongst the Board. The RC shall comprise at least three (3) non-executive directors, a majority of whom must be independent.
    2. Members of the RC may relinquish their membership in the RC with prior written notice to the Company Secretary.
    3. In the event of any vacancy arising in the RC resulting in the number of members of the RC falling below three (3), the vacancy should be filled within three (3) months of that event arising.
    4. All members shall hold office only for so long as they serve as directors of the Company.
    5. The RC shall review the term of office and performance of the RC and each of its members annually to determine whether the RC has carried out its duties in accordance with its Terms of Reference.
    6. The term of appointment of the members of RC shall be determined by the Board.

    The Chairman of RC, who shall be elected by members of the RC, shall be an independent non-executive director.

    The Chairman shall be responsible for ensuring that the entire Board is kept regularly informed about the RC’s work and, where necessary, must submit matters to the Board for decision.


    The Company Secretary or such other person(s) as may be agreed to by the RC.

    The Secretary shall be responsible for the preparation and circulation of the meeting agenda and accurately minuting all decisions of RC in consultation with the Chairman. The Secretary shall also be responsible for the timely tabling of all correspondence, reports and other information relevant to RC’s activities.


    1. Frequency of meeting

      The RC shall meet at least once during a financial year. Additional meetings may be convened if necessary to facilitate the RC to fulfill its responsibilities as set forth herein. RC shall conduct face-to-face meetings, however, meetings may also be conducted via telephone conferencing, video conferencing or other appropriate means as determine by the RC.

      In addition, the RC may take action by unanimous written consent of its members, including dealing with matters by way of circular resolutions in lieu of convening a formal meeting.

    2. Quorum

      The quorum for a meeting shall consist of a majority of independent directors and shall not be less than two(2) members. In the absence of a quorum, the meeting shall be adjourned to such other date and at such other time and venue as the RC may determine.

      In the event the Chairman of RC is not present at the meeting, the members present shall elect a Chairman from among themselves.

    3. Notice of meeting and submission of paper

      Notice of meeting and submission of meeting papers shall be circulated at least seven (7) days before each meeting.

    4. Attendance

      The RC may at its discretion and as the need arises, invite one or more persons to attend the meeting.

    5. Voting

      All resolutions of the RC shall be adopted by a simple majority vote, each member having one vote. In case of equality of votes, the Chairman of the RC shall have a second or casting vote.

    6. Minutes of Meetings

      The Secretary of RC shall record all proceedings and minutes are to be prepared and circulated to the RC and the Board by the next following meeting. The Secretary of the RC shall distribute copies of the minutes of RC meeting to all its members at next meeting.

      The minutes of meetings must be reviewed by the Chairman of RC before circulation to the members of RC.

      Minutes of meetings shall be tabled to the Board of the Company for information.

      The minutes of meetings and conclusions of the meetings should be entered into the Minutes Book kept by the Company Secretary of the Company. 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.

      A resolution in writing, signed by all members of the RC, shall be as effectual as it had been passed at a meeting of the RC duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members.


    1. In carrying out its duties and responsibilities, the RC shall, at the expenses of the Company:
      1. have full and unrestricted access to any information pertaining to the Company and its subsidiaries (“the Group”)
      2. be able to obtain independent professional or other advice as necessary.
    2. All members of the RC shall have access to the advice and service of the Company Secretary.
    3. The RC shall not have delegated powers from the Board to implement its recommendations but should be obliged to report its recommendations back to the Board for approval.
    4. The RC shall not have delegated powers from the Board to implement its recommendations but should be obliged to report its recommendations back to the Board for approval.
    5. The RC shall review and update the Terms of Reference of RC from time to time and seek the Board’s approval in respect of such revision of the Terms of Reference.

    The main duties and functions of the RC areas follows:

    1. To recommend a broad policy for the remuneration of the Executive Directors and the entire individual remuneration packages (including but not limited to compensation payments, share options, profit sharing schemes) for Executive Directors.
    2. To review the KPIs, performance and reward for Executive Directors and Key Management Personnel annually to ensure that their remuneration packages are formulated to be performance-based and reflective of their contributions of the Group’s growth and profitability.
    3. To review the individual remuneration packages of the Executive Directors annually to ensure that the Executive Directors are fairly rewarded for their individual contributions to theGroup’s overall performance and the levels of remuneration should be sufficient to attract and retain Directors to run the Group successfully.
    4. To prepare annual remuneration report.
    5. To review and recommend the remuneration of Non-Executive directors to the Board.
    6. To communicate with shareholders on executive remuneration.
    7. To review the design of all share incentive plans for approval by the Board and shareholders.
    8. To advise the Board to seek shareholders’ approval for any new long-term incentive schemes

    The Terms of Reference of RC shall be approved by the Board of the Company.