Remuneration Committee

Dato' Theng Book - Chairman
Dato' Dr Mohd Aminuddin bin Mohd Rouse
Mr. Tan Seng Kee

COMPOSITION

The Remuneration Committee shall consist of not less than three (3) members, the majority of which shall comprise of Non-Executive Directors.

Members of the Remuneration Committee shall be appointed by the Directors among their members at a Board Meeting or via a Directors’ Circular Resolution in writing.

Members of the Remuneration Committee may relinquish their membership in the Committee with prior written notice to the Company Secretary and may continue to serve as Director of the Company.

The Remuneration Committee was set up on 1 August 2001 and its members are Mr Theng Book, Mr Tee Siew Kai and Mr Tan Seng Kee.


QUORUM

The quorum for each meeting shall be a majority of members present.


CHAIRMAN

The members of the Remuneration Committee shall elect a chairman from among their number who shall be a non-executive director.


MEETINGS

The meetings shall be held not less than once a year. A member may at any time and the Secretary shall on the requisition of a member, summon a meeting of the Remuneration Committee.

Questions arising at any meeting of Remuneration Committee shall be decided by a majority of votes and a determination by a majority of members shall for all purposes be deemed a determination of the Remuneration Committee.

In the case of an equality of votes the chairman of the meeting shall have a second or casting vote PROVIDED THAT where two (2) members form a quorum, the chairman of the meeting at which only such a quorum is present, or at which only two members are competent to vote on the question at issue, shall not have a casting vote.

Executive Director shall abstain from deliberations and voting on decisions in respect of their remuneration package. The remuneration and entitlements of the Non-Executive Directors, including the Non-Executive Chairman should be a matter to be decided by the Board of Directors as a whole with the Director concerned abstaining from deliberations and voting on decisions in respect of his individual remuneration.

The Company Secretary shall be the Secretary of the Remuneration Committee. The Secretary is responsible for sending out notices of the meetings and preparing and keeping minutes of meetings. The Minutes of the Committee meeting shall be extended to all the members of the Board of Directors. The Committee shall record its conclusions in discharging its duties and responsibilities.


OBJECTIVES

The primary objective of the Remuneration Committee is to act as a committee of the full Board to assist in assessing the remuneration of the directors reflecting the responsibility and commitment undertaken by the Board membership.


RESPONSIBILITIES

  1. (a) Recommend to the Board the remuneration of the Executive and Non-Executive Directors.

POWER

In carrying out its duties and responsibilities, the Remuneration Committee will in principle have full, free and unrestricted access to the Company’s records, properties and personnel. The Remuneration Committee may obtain the advice of external consultants on the appropriateness of remuneration package.