Remuneration Committee

Directors

Chong Peng Khang Member
Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj Member

1. Objectives

The principal objective of the Remuneration Committee (“RC”) is to assist the Board of Directors in their responsibilities in developing and establishing competitive remuneration policies and packages of the Board, Board Committees, and the Individual Directors of the Company on an on-going basis.

2. Composition of members

The Board of Directors shall elect the RC members from amongst themselves and shall comprise at least three (3) members, exclusively of Non-Executive Directors and a majority of whom are independent. The term of office of the RC shall be for such time as determined by the Board of Directors and members of the RC may be re-nominated and appointed by the Board of Directors from time to time.

3. Chairman

The Chairman of the RC shall be elected from amongst the RC members. The Chairman of the Committee shall be approved by the Board of Directors.

In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the Meeting.

4. Secretary

The Secretary of the RC shall be the Company Secretary of the Company.

5. Meetings

1. The RC 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.
2. The Secretary shall on the requisition of the members of the RC summon a meeting of the RC except in the case of an emergency, reasonable notice of every RC meeting shall be given in writing.
3. Managing Director may be invited to attend meetings to discuss the performance of Executive Directors and make necessary proposals as necessary. Executive Directors should not be involved in deciding their own remuneration.
4. The Committee members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications 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.
5. A resolution in writing, signed or approved by majority of the members of the RC, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more committee members. Such resolution may be approved by letter, electronic mail, telex or telefax or or other electronic communication.

6. Quorum

A quorum shall consist of two (2) members.

7. Authority

The RC 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,

1. 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; and
2. be entitled to the services of a company secretary who must ensure that all decisions made on the remuneration policies and packages of the Board, Board Committees, and the Individual Directors of the Company be properly recorded and minuted in the minutes book, both for the company’s own records and for the purposes of meeting statutory obligations, as well as obligations arising from the Listing Requirements of Bursa Malaysia Securities Berhad or other regulatory requirements.

Notwithstanding anything stated above, the RC does not have executive powers and shall report to the Board of Directors on matters considered and its recommendations thereon, pertaining to the Company and the Group.

8. Duties and Responsibilities

The duties and responsibilities of the RC are as follows:-

1. To review and assess the remuneration packages and structures of all the Directors and Senior Management in all forms, with or without other independent professional advice or other outside advice.
2. In respect of Executive Directors and Senior Management, to ensure that the levels of remuneration package commensurate with skills and responsibility expected of the directors concerned and be sufficiently attractive and be able to retain directors needed to run the Company successfully.
3. In respect of Non-Executive Directors, to ensure via the Board as a whole, that the fee and allowance payable reflect the experience, time demanded of Directors to discharge their duties and level of responsibilities undertaken.
4. To 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 particular time.
5. To ensure that the remuneration and incentives for Independent Directors do not conflict with their obligations to bring objectivity and independent judgement to the Board.
6. To act in line with the directions of the Board of Directors;
7. To consider and examine such other matters as the RC considers appropriate;
8. To review the fees of the Directors and any benefits payable to the Directors including any compensation for loss of employment of director or former director before presenting to the shareholders for approval.
9. Whilst discharging the above duties, Directors should abstain from discussion of their own remuneration.

9. Reporting Responsibilities

The Chairman of RC shall report on each meeting to the Board on the nature and extent of the functions performed by RC and may take such recommendations to the Board as it may think fit.

These terms of reference may change from time to time to fulfill such other requirements as prescribed by the Bursa Malaysia Securities Berhad and/or to align the RC with recommended best practices and proper corporate governance.