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TERMS OF REFERENCE

A. CONSTITUTION

The Remuneration Committee was set up on 27 February 2002.

The Board of Directors (Board) shall appoint a Remuneration Committee consist of Non-executive Directors with a majority of Independent Directors.


B. DUTIES AND RESPONSIBILITIES

  • to support the Board in overseeing the design and operation of the Company’s remuneration system.
  • to review and recommend to the Board on the remuneration of non –executive directors, particularly on whether the remuneration remains appropriate to each director’s contribution, by taking into account the level of expertise, commitment and responsibilities undertaken.
  • to review and recommend to the board on the individual remuneration package for executive directors and senior management personnel including bonuses, incentive payments within the terms of the agreed remuneration policy and based on individual performances.
  • to oversee the qualitative and quantitative disclosure of remuneration made in the annual report and notice of general meetings; and
  • to provide clarification to the shareholders during general meetings on matters pertaining to remuneration of directors and senior management as well as the overall remuneration framework of the Company.


C. MEETING

The quorum for a meeting shall be two members.

In the absence of the Chairman of the Remuneration Committee, members present shall elect a Chairman for the meeting.