Terms of Reference of Remuneration Committee

Corporate GovernanceTerms of Reference of Remuneration Committee

Corporate Governance

Terms of Reference of Remuneration Committee

The Remuneration Committee shall be appointed by the Board of Directors and shall consist of not less than 2 members who are Non-Executive Directors.

In the event of any vacancy in the Remuneration Committee resulting in the non-compliance of the above, the Company must fill the vacancy within 3 months.

The Chairman shall be elected by the Remuneration Committee from among their members.

In the absence of the Chairman of the Remuneration Committee in a Meeting, the members present shall elect one of their numbers to be Chairman of the Meeting.

The Remuneration Committee shall meet at least once a year, with due notice of issues to be discussed and shall record its conclusion in discharging its duties and responsibilities. The quorum shall be 2 members.

The Remuneration Committee may invite any member of the Board, key executives and employees to any meeting of the Remuneration Committee.

A resolution in writing signed or approved by all Remuneration Committee members shall be effective for all purposes as a resolution passed at a meeting of the Remuneration Committee duly convened, held and constituted. Any such resolution may be contained in a single document or may consist of several documents all in the like form signed by one or more members. Any such document may be accepted as sufficiently signed by a Remuneration Committee member if transmitted to the Company by any technology purporting to include a signature and/ or electronic or digital.

The Remuneration Committee shall:

  • Recommend to the Board the remuneration package for the Executive Directors, Group Managing Director and Non-Executive Directors in all its forms, drawing from outside advice if necessary; and
  • To carry out any other responsibilities and functions as may be delegated or defined by the Board from time to time.