Governance & Policies
Terms of Reference for Employees’ Share Scheme Committee
Introduction
The Board shall establish a Committee of the Board to be known as the Employees’ Share Scheme Committee.
The role of the Committee is to assist the Board in discharging its overall responsibilities relating to the ESS of the Group and exercise its authority in relation to the matters set out in this Terms of Reference.
The establishment of the Scheme among others serves to align the interests of the Eligible Person with the corporate goals of the Group and to achieve the following positive outcome:
(a) To further motivate the Eligible Person towards better performance through higher productivity and loyalty;
(b) To recognise the contributions and/or services of the Eligible Person who are considered vital to the operations and continued growth of the Group, especially in view of the challenging market conditions faced by oil and gas companies and service providers;
(c) To stimulate a greater sense of belonging and dedication by providing the Eligible Person with an opportunity to further increase their participation in the equity of the Company via the ESS; and
(d) To reward the Eligible Person by allowing them to participate in the Company’s profitability and eventually realise capital gains arising from any appreciation in the value of its Shares.
2.1 The Committee members shall be appointed by the Board from amongst the Directors of the Company and shall comprise exclusively of Non-Executive Directors, a majority of whom are independent. The Committee shall consist of at least three (3) members.
2.2 Where the members of the Committee is reduced below three (3) for any reason whatsoever, the Board, as soon as practicable thereafter, appoint such additional number of members as may be required to make up the minimum of three (3).
2.3 The Board, may from time to time revoke and/or rescind the appointment of any person to the Committee, and/or appoint additional or replacement members to the Committee, as it deems fit, and/or amend any terms of reference applicable to the Committee.
6.1 The proceedings and meetings of the Committee shall be governed by the provisions contained in the Memorandum & Articles of Association of the Company for regulating the meetings and proceedings of the Directors unless otherwise provided in this Terms of Reference.
6.2 The Committee shall meet at such times as the Chairman of the Committee deemed necessary.
6.3 The Committee members may attend meetings in person or by electronic means.
6.4 Only members of the Committee have the right to attend the Committee meetings. However, any person may be invited to attend for all or any part of the Committee meeting, as and when the Chairman considers is appropriate and necessary.
6.5 The Secretary is responsible for coordination of administrative details including calling for the meetings at the request of the Chairman, voting and keeping of minutes.
6.6 The notice of meeting, agenda, minutes and meeting papers shall be forwarded to each member of the Committee and any persons that may be required to attend via electronic mail, facsimile, hand delivery or courier service. At least seven (7) calendar days’ notice of meeting shall be given to members of the Committee present in Malaysia.
6.7 Agenda, minutes and meeting papers will be made available to any Director upon request to the Secretary, providing no conflict of interest exists.
6.8 The decision of the Committee shall be by a majority of votes from the members present at the meeting. In case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.
6.9 The Committee, through its Chairman, shall report all findings and recommendations to the Board at the next regular meeting of the Board following the Committee meeting.
6.10 Decision making can be carried through a resolution in writing signed by a majority of the members of the Committee.
To administer the Scheme in accordance with the By-Laws and in such manner as the Committee shall in its discretion deem fit with such powers and duties as are conferred upon it by the Board including:
(a) To construe and interpret the Scheme and ESGP Grants or ESOS Options granted under it, define the terms therein and to recommend to the Board to establish, amend and revoke rules and regulations relating to the Scheme and its administration subject always to the compliance of the requirements, regulations, guidelines and directives issued by the relevant authorities governing the Scheme. The Committee, in the exercise of this power may correct any defect, omission, or reconcile any inconsistency in the Scheme or in any agreement providing for an ESGP Grant or an ESOS Option in a manner and to the extent it shall deem necessary to implement, expedite and make the Scheme fully effective; and
(b) To determine all questions of policy and expediency that may arise in the administration of the Scheme and generally exercise such powers and perform such acts deemed necessary or expedient to promote the best interests of the Company.
The Committee is empowered by the Board to implement and administer and further have the powers and authorities in accordance with the By-Laws to manage the ESS.
The Committee may appoint the Head of Human Capital of the Company to administer the Scheme for on behalf of the Committee, as it may in its discretion deem fit, necessary and/or expedient for the implementation of the Scheme.
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