Terms Of Reference Of Nomination And Remuneration Committee




The Nomination and Remuneration Committee shall be appointed by the Board of Directors from among their number and shall consist not less than three (3) members, composed exclusively of non-executive directors, a majority of whom are independent. 

1.2  The Chairman of the Nomination and Remuneration Committee shall be elected from among the members who is an independent non-executive director. 

1.3  In the absence of the Chairman of the Committee, the remaining members present shall elect one of their independent non-executive members as chairman of the meeting. 

1.4 In the event of any vacancy in the Nomination and Remuneration Committee resulting in the number of members being reduced to below three (3), the Board of Directors shall within 3 months appoint such number of new members as may be required to make up the minimum number of three (3) members.
1.5  The Company Secretary shall act as the Secretary of the Nomination and Remuneration Committee.
2.0 Meetings and Quorum 

2.1  The Nomination and Remuneration Committee shall meet at least once in a financial year, although additional meetings may be called at any time at the Chairman’s discretion. 

2.2  The quorum for meetings shall be two (2), one (1) of whom must be an independent non-executive director. 

2.3  No member of the Nomination and Remuneration Committee shall participate in any discussion or decision on their own nomination and remuneration. 

3.0 Functions 

3.1 To recommend to the Board of Directors, candidates for all directorships to be filled by the shareholders or the Board of Directors. In making its recommendations, the Nomination and Remuneration Committee should consider the candidates’-
  (a) skills, knowledge, expertise and experience;
  (b)  professionalism; 
  (c)  integrity; and 
  (d)  in the case of candidates for the position of independent non-executive directors, the Nomination and Remuneration Committee should evaluate the candidates’ ability to discharge such responsibilities/functions as expected from independent non-executive directors. 

3.2  To review regularly the Board structure, size and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary and to recommend directors to committees of Board. 

3.3  To propose and recommend candidates for the approval of the Board to fill Board vacancies as and when they arise as well as put in place plans for succession, in particular, of the Chairman and the Managing Director. 

3.4  To review the required mix of skills and experience and other qualities, including core competencies which non-executive directors should bring to the Board.
3.5  To carry out annual assessment on the effectiveness of the Board as a whole, committees of the Board and contribution of each individual director, including independent non-executive directors and chief executive officer. All assessments and evaluations carried out by the Nomination and Remuneration Committee in the discharge of all its functions should be properly documented.
3.6  To recommend to the Board the framework or broad policy for the remuneration of the Company’s or Group’s Chief Executive and other senior management of the Company or Group as the Nomination and Remuneration Committee is designated to consider. The determination of remuneration packages of non-executive directors shall be a matter for the Board as a whole and the individuals concerned shall abstain from discussion of their own remuneration.
3.7  To recommend to the Board any performance related pay schemes for the Company or Group.
3.8  To recommend to the Board the policy and scope of service agreements of the executive, termination payments and compensation commitments.
3.9  To oversee any major changes in employee remuneration and benefit structures throughout the Company or Group.
3.10  To produce a report on the details of remuneration of each director that will form part of the Company or Group’s annual report and accounts.
3.11  To recommend to the Board the employment of the services of such advisers as it deems necessary to fulfill its responsibilities.
3.12  To review the training needs of the Directors. 
3.13  To consider and examine such matters as the Nomination and Remuneration Committee considers appropriate.
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