Terms of Reference of Remuneration Committee


  • The Remuneration Committee shall comprise at least three (3) Non-Executive Directors (but not their alternate), the majority of whom are independent, including the Chairman
  • The membership and performance shall be reviewed at least once every three (3) years


  • The members of the Remuneration Committee shall elect a Chairman from amongst themselves who shall be an Independent Non-Executive Director


  • The Remuneration Committee shall meet at least once a year. Additional meetings may be called at any time at the Remuneration Committee Chairman’s discretion or if requested by any Remuneration Committee member
  • The quorum for each meeting shall be two (2) members
  • The Company Secretary shall be the Secretary to the Remuneration Committee
  • Minutes of each meeting will be circulated to each member of the Remuneration Committee and the Remuneration Committee Chairman shall report on each meeting to the Board


  • The Remuneration Committee may consult the Chairman and/or the Deputy Chairman regarding proposals relating to the remuneration of Executive Directors
  • The Remuneration Committee may consult other Non-Executive Directors in its evaluation of the Deputy Chairman/Managing Director and the Executive Directors
  • The Remuneration Committee shall have access to such information and advice, both from within the Group and externally, as it deems necessary or appropriate in accordance with the procedures determined by the Board and at the cost of the Group
  • The Remuneration Committee is authorised by the Board to obtain external legal or other professional advice, as well as information about remuneration practices elsewhere when it is deemed necessary
  • The Nomination Committee may request other Directors, members of Management, counsels, consultants as applicable, to participate in Committee meetings, as necessary, to carry out the Committee's responsibilities

Duties and Responsibilities

  • To review and recommend to the Board the overall remuneration structure and policy for Executive Directors to ensure that rewards commensurate with their contributions to the Group’s growth and profitability
  • To review and recommend to the Board the remuneration for Non-Executive Directors and Independent Directors are linked to their level of responsibilities undertaken and contributions to the effective functioning of the Board
  • To consider other matters as referred to the Committee by the Board.


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