Governance & Policies
Terms of Reference for Nomination & Remuneration Committee
Introduction
The Terms of Reference
- 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.
- The Committee shall meet at least once a year or at such other times as the Chairman of the Committee deemed necessary.
- The Committee members may attend meetings in person or by electronic means.
- 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 as appropriate and necessary.
- 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.
- 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.
- Agenda, minutes and meeting papers will be made available to any Director upon request to the Secretary, providing no conflict of interest exists.
- 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.
- The Committee, through its Chairman, shall report all findings and recommendations to the Board at the next regular meeting of the Board following the convening of the Committee meeting.
- The Committee shall produce a report to be included in the Company’s annual report about its activities in accordance with the Listing Requirements and/or the Code.
- Decision making can be carried through a resolution in writing signed by a majority of the members of the Committee.
The Committee shall have the following authorities as empowered by the Board:-
- To investigate any activity or state of affairs within its Terms of Reference;
- To seek any information it requires from any employees of the Group in order to perform its duties; and
- To obtain, at the Company’s expense, any outside legal or other professional advice or recruitment agency on any matters within its Terms of Reference including the advice of independent remuneration consultants, to secure the attendance of the external advisers at its meeting if it considers necessary, and to obtain reliable, up-to-date information about remuneration in other companies, provided always that the terms of engagement of such professionals be first approved by the Board; and
- To commission any report or survey which it deems necessary to help it fulfil its obligations.
- Skills and competency;
- Knowledge and expertise;
- Regional and industry experience;
- Academic and professional qualifications;
- Background, race, gender, age and nationality;
- High personal and professional ethics, integrity and values;
- Ability to devote the required amount of time to carry out the duties and responsibilities of Board membership;
- Not a bankrupt and has business stability to devote significant time, energy and resources;
- Other directorship; and
- In the case of candidates for the position of Independent Non-Executive Director, the Committee should also evaluate the candidates’ ability to discharge responsibilities / functions as expected from Independent Non-Executive Director.
a. To assess annually the performance and effectiveness of the Board as a whole, the Committee and the individual Director of the Board;
b. To review the term of office and performance of the ARMC and each of its members annually to determine whether such committee and its members have carried out their duties in accordance with their terms of reference;
c. To ensure that each Director and/or the Senior Management has the character, experience, integrity, competency and time to discharge his I her role, as the case may be; and
d. To assess annually the independence of Directors to ensure that the Independent Non-Executive Directors can continue to bring independent and objective judgement to Board’s deliberations.
a. To study and propose to the Board the various forms of remuneration and fees appropriate for the Directors;
b. To determine and recommend to the Board the framework or broad policy for remuneration package of the Senior Management;
c. To establish a formal and transparent procedure for developing policy on the total individual remuneration package of the Senior Management including, where appropriate, bonuses, incentives and share options and share grant;
d. To design the remuneration package for the Senior Management with the aim of attracting and retaining high-calibre Senior Management who will deliver success for Shareholders and high standards of services for stakeholders, while taking into consideration the business environment in which the GROUP operates. Once formulated, to recommend to the Board for approval;
e. To review and recommend to the Board any improvement on the Senior Management remuneration policy and package and any other issues relating to benefits for the Senior Management on an annual basis;
f. To consider and recommend to the Board the various terms of engagement to be included in any Contract of Service between the Company, and the Senior Management;
g. To review any major changes in employee benefit structures throughout the GROUP, and if deemed fit, to recommend to the Board for adoption; and
h. To review and recommend to the Board for adoption of the framework for the GROUP’s annual incentive scheme. The framework for the annual incentive scheme may include:-
- Merit increment;
- Merit bonus; and
- Retention and reward incentives.
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