Terms of Reference of Remuneration Committee
  2. The Remuneration Committee shall:
    1. Ensure that the Company's Executive Directors are fairly rewarded for their individual contributions to the Company's overall performance and the levels of remuneration should be sufficient to attract and retain Directors to run the Company successfully.
    2. Demonstrate to all stakeholders in the business that the remuneration of the Executive Directors of the Company is set by a Board Committee who has no personal interest in the outcome of their decisions and who will give due regard to the interests of the stakeholders and to the financial and commercial health of the Company.

    1. The Committee shall be appointed by the Board from among their number and shall comprise not fewer than three (3) in number.
    2. The majority of the members comprising the Committee shall be:
      1. Non-Executive Directors of the Company; or
      2. any person not having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the functions of the Committee.
    3. The members of the Committee shall elect a Chairman from among their number who is not an Executive Director of the Company.
    4. In the event of any vacancy in the Committee resulting in the number of members being reduced to below three (3), the Board shall, within three (3) months fill the vacancy.

    1. To recommend to the Board the remuneration of the Executive Directors.
    2. Assume responsibility for all elements of Executive Directors' remuneration which include the following:
      1. Basic salary
      2. Profit sharing schemes (if any)
      3. Share Options
      4. Any other benefits
      5. Compensation for early termination
    3. Ensure that a fair differential between the remuneration of Executive Directors and other levels of management is maintained.
    4. Conduct continued assessment of individual Executive Directors to ensure that remuneration is directly related to corporate and individual performance.
    5. Obtain the advice and information from external source, if necessary, to compare the remuneration currently earned by the Executive Directors and those paid to Executive Directors of other companies of a similar size in a comparable industry sector.
    6. To ensure that the base salary element is competitive but fair.
    7. To advise on and monitor, a suitable performance related formula ie. whether the formula is based on individual performance, company profit performance, earnings per share, etc.
    8. To provide an objective and independent assessment of the benefits granted to Executive Directors.
    9. To introduce any policy or guidelines which would enable the smooth administration and effective discharge of the Committee's duties and responsibilities.
    10. To furnish a report to the Board of any findings of the Committee.

    1. The Committee shall meet at least once per year. However, additional meetings may be called at any time at the Committee Chairman's discretion.
    2. The quorum for the meeting shall be two (2) members.

  7. The Secretary to the Committee shall be the Company Secretary.