This Terms of Reference for Nomination and Remuneration Committee ("Terms of Reference") outlines the manner in which the Nomination and Remuneration Committee assists the Board in discharging its statutory and other responsibilities of overseeing the selection and assessment of directors, which include assessing the candidature of directors, appointment of directors to Board Committees, reviewing of Board's performance, effectiveness, succession plans, training programmes for the Board; and determining the remuneration of directors and employee benefit structure, and annual incentive scheme. The Terms of Reference adopts the principles of good corporate governance and is designed to maximize the Company's compliance with best practice requirements.
The Board shall establish a Committee of the Board to be known as the Nomination and Remuneration Committee.
The role of the Committee is to support and advise the Board in exercising its authority in relation to the matters set out in this Terms of Reference. The Committee is accountable to the Board for its performance.
Many of the principles and procedures recorded in this Terms of Reference are expressed in a flexible and non-exhaustive manner and may be further amended from time to time.
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.
The Chairman of the Committee shall be an Independent Non-Executive Director nominated by the Board. In the absence of the Chairman of the Committee in a meeting, the remaining members present shall elect one of their members as the Chairman of the meeting.
The Company Secretary or his/her appointed nominee shall act as the Secretary of the Committee.
The quorum for the Committee meetings shall be a minimum of two (2) members.
The Committee shall have the following authorities as empowered by the Board:-
The duties and responsibilities of the Committee shall be in accordance with the Listing Requirements and/or any other obligations as set out by regulators and further shall include but not limited to the following:-
To recommend to the Board for the re-election by Shareholders of any Director under the 'retirement by rotation' provisions in the Company's Articles of Association and if necessary having due regard to their performance and ability to continue to contribute to the Board in the light of the skills, knowledge and experience required.