Remuneration Committee – Terms of Reference

COMPOSITION

The members of the Remuneration Committee (RC) shall be appointed by the Board from among their number and shall be composed of not fewer than three (3) in number.

The majority of the members of the Committee shall be independent non-executive Directors.

The members of the Committee shall elect a Chairman from among their number who is not an Executive Director of the Company.

FUNCTIONS

  • Evaluate and make recommendations on all aspects of the Executive Directors’ performance, terms of employment, remuneration package and incentives.
  • Recommend to the Board the Company’s frameworks for retaining and rewarding the Executive Directors.
  • Ensure that the Executive Directors are fairly rewarded for their contributions to the Group’s overall performance as a way of retaining the Directors needed to run the Group smoothly.
  • Obtain independent consultant’s advice and information about remuneration practices elsewhere whenever deemed necessary.

?MEETINGS

?The RC shall meet at least once a year or as and when required and report to the Board after each meeting.

The RC Meetings shall be chaired by the Chairman of the RC. In the absence of the Chairman of the RC, the members present shall elect from among themselves, a chairman for the Meeting. The Chairman also has the discretion to call for additional meetings at any time. The quorum for each meeting shall be two (2) members. All recommendations and findings of the RC shall be submitted to the Board of Directors for approval. In the absence of a meeting, any issues shall be resolved through circular resolution.

REVIEW OF THE TERMS OF REFERENCE

The Board will review this Terms of Reference from time to time and make any necessary amendments to ensure that it remains consistent with the Board’s objectives, current law and practices.

This Terms of Reference was reviewed and approved by the board on 4 October 2018.

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