TERMS OF REFERENCE OF NOMINATION AND REMUNERATION COMMITTEE

  1. DUTIES AND RESPONSIBILITIES

    4.1

    Nomination Matters:

    a)

    To determine the core competencies and skills required of Directors to best serve the business and operations of the Company as a whole and the optimum size of the Board to reflect the desired skills and competencies.
    b)

    To review the size of Non-Executive Directors, Board balance and determine if additional Directors are required and also to ensure that at least one-third (1/3) of the Board is independent.
    c)

    To consider in making its recommendations, candidates for directorships proposed by the Board or shareholder.
    d)

    To review and assess nominations for appointment or re-appointment of members of the Board, the key executives of the Company, and members of the various Board committees, for the purpose of proposing such nominations to the Board for approval.
    e)

    To undertake a review of the required mix of skills, independence, experience, diversity and other qualities of directors, including core competencies which Non-Executive Directors should bring to the Board and to disclose this in the Annual Report.
    f)

    To review the Board structure, its size and composition annually having regard to the scope and nature of the operations and the core competencies of the Directors.
    g)

    To review and determine on an annual basis, the independence of Independent Directors.
    h)

    To ensure that the tenure of an Independent Directors shall not exceed a term limit of 9 years. Upon completion of 9 years, an Independent Director may continue serving on the Board as a Non-Independent Director.
    i)

    To assist the Board to implement a procedure to be carried out by the Committee for assessing the effectiveness of the Board as a whole and the Board Committees, as well as for assessing the contributions and performance of individual Directors and Board Committee members.
    j)

    To introduce such regulations, guidelines, policies and/or procedures to function effectively and fulfill the Committee’s objectives.
    k)

    To review and determine the training needs of Directors and to recommend relevant training and workshops, where appropriate.
    l)

    To ensure that new appointees to the Board are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender as well as to undergo an orientation and education programmes.
    m)

    To review the succession plans and development programme for directors and key management positions.
    n)

    To ensure the Board comprises at least 30% women directors.

    o)

    To assess performance of retiring Directors and recommend them for re-election.
    p)

    Such other duties or functions as may be delegated by the Board or required by regulatory authorities.
    4.2

    Remuneration Matters :

    a)

    To recommend to the Board the remuneration of the Executive Directors and Chief Financial Officer.
    b)

    To establish a formal policies and procedures and recommend to the Board, the remuneration framework for the Executive Directors and Senior Management. The remuneration package should be aligned with the business strategy and long-term objectives of the Company.
    c)

    To ensure that a fair differential between the remuneration of Executive Directors and other levels of management is maintained.
    d)

    To conduct continued assessment of individual Executive Directors and Chief Financial Officer to ensure that remuneration is directly related to corporate and individual performance.
    e)

    To obtain the advice and information from external source, if necessary, to compare the remuneration currently earned by the Executive Directors and Chief Financial Officer and those paid to Executive Directors and Chief Financial Officer of other companies of a similar size in a comparable industry sector.
    f)

    To ensure that the base salary element is competitive but fair.
    g)

    To advise on and monitor, a suitable performance related formula, i.e. whether the formula is based on individual performance, company profit performance, earnings per share, Company’s performance in managing material sustainability risks and opportunities, progress against the achievement of sustainability targets, etc.
    h)

    To provide an objective and independent assessment of the benefits granted to Executive Directors and Chief Financial Officer.
    i)

    To introduce any policy or guidelines which would enable the smooth administration and effective discharge of the Committee’s duties and responsibilities.
    j)

    Such other duties or functions as may be delegated by the Board or required by regulatory authorities.