The Nomination and Remuneration Committee (“NRC”) of the Board has been in place since 2013. The terms of references and the activities are aimed to enhance the effectiveness of the Board.

 

The NRC will on an on-going basis serves to assist the Board in the following responsibilities:-

 

• To nominate candidates for directorship on the Board, assessing the effectiveness of the Board, its Committees and the contribution of each individual Director;

 

• To review and recommend the appropriate remuneration package of the Executive Directors. The determination of the remuneration package of the Directors is a matter for the Board as a whole and individuals are required to abstain from discussing or deliberating on their own remuneration; and

 

• To assess the performance of directors of the Company.

 

Terms of Reference

 

• To recommend to the Board, candidates for all directorships to be filled by Shareholders or Board of directors;

 

• To consider and in making its recommendations candidates for directorship proposed by the CEO/Group Managing Director and, within the bounds of practicability, by any other Director or Shareholder;

 

• To recommend to the Board, nominees to be appointed as members of the Board, its Committees and Senior Management;

 

• To assess the effectiveness of the Board and Board Committee, as well as capabilities of individual Members;

 

• To review, assess and recommend, with or without other independent professional advice, remuneration packages of Directors and Senior Management;

 

• To ensure that the remuneration packages offered are sufficiently attractive to retain the best talents required to run the Company successfully;

 

• To structure component parts of the remuneration package so as to link rewards to corporate and individual performance; and

 

• To assess the needs of the Company for talents at the Board-level at any particular time.

 

Activities

 

• Shall annually review and determine the required mix of skills, experience, core competencies and other qualities which Executive Directors should possess for recommendation to the Board;

 

• Shall assess on an annual basis the effectiveness of the Board as a whole, the Board Committees and contributions of each Director;

 

• Shall conduct periodic reviews of the overall remuneration policies and packages for Executive for recommendation to the Board; and

 

• Shall be entitled to the services of the Company Secretary who must ensure that all appointments are properly made, that all necessary information is obtained from directors, both for the Company’s records and to meet statutory obligations.