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Composition

The Remuneration Committee shall be appointed from amongst the Board and shall:-
(i)comprise no fewer than three (3) members; and
(ii)comprise of non-executive directors and majority of whom must be independent non-executive directors.
The Chairman of the Board must not be a member of the Committee. (comment: Practice 1.4 of MCCG 2021)
A resolution in writing signed by a majority of the Committee members, for the time being shall be as valid and effectual as if it had been passed at a meeting of the Committee duly called and constituted.

Duties

1. To recommend to and advise the Board of Directors the remuneration and terms of conditions (and where appropriate, severance payments) of the Executive Directors (including Executive Chairman and Managing Director).
2. To assist the board in developing and administrating a formal, fair and transparent procedure for setting the policy on remuneration packages of individual directors and senior management, taking into consideration the following:
  • In case of executive directors, the component parts of remuneration should be structured so as to link rewards to corporate and individual performance.
  • In the case of non-executive directors, the level of remuneration should reflect the experience and level of responsibility undertaken by the non-executive concerned.
  • In determining the remuneration packages of Directors and senior management, the Committee should take into consideration the following:-
    1. technical competency, skills, expertise and experience;
    2. qualification and professionalism;
    3. integrity;
    4. roles and responsibilities;
    5. company's performance in managing material sustainability risks and opportunities (comment: Practice 4.4 of MCCG 2021); and
    6. aligned with the business and risks strategies, and long-term objectives of the Group.
  • The Directors, whether executive or non-executive, should abstain from discussion and from participating in decisions of their own remuneration packages.
  • The Directors who are shareholders and controlling shareholders with a nominee or connected director on the board should consider to abstain from voting on the resolution to approve directors' fees at the general meeting.
3.Where possible, and to allow it to meet its duties, the Remuneration Committee should seek comparative information on remuneration and conditions of service in comparable organizations, within and without sectors of industry.
4.To ensure a detailed remuneration breakdown of individual directors includes fees, salary, bonus, benefits-in-kind and other emoluments is disclosed annually and approved by the shareholders at the General Meeting.
5.When considering severance payments, the Remuneration Committee should bear in mind that it must represent the public interest and avoid any inappropriate use of public funds. Care should be taken to avoid determining a severance package that public opinion might deem to be excessive.
6.Review the remuneration policy on annual basis.
7.Review any recommendation from the Long Term Incentive Plan Committee on any performance-related pay schemes or incentives for the Group.
8.To carry out other responsibilities, functions or assignments as may be defined by the Board from time to time.

Meetings

The Remuneration Committee shall meet at least once a year or as and when required, and report to the Board of Directors after each meeting.

The quorum for a meeting shall be two (2) members.

The Terms of Reference of the RC is last reviewed on 28 February 2022.

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