1.
|
Membership |
| 1.1 |
Members of the Committee shall be appointed by the board of directors of
the Company (the "Board") and shall be made up of at least two members.
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| 1.2 |
Majority of the members of the Committee should be independent non-executive
directors of the Company.
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| 1.3 |
Only members of the Committee have the right to attend Committee meetings.
However, other individuals such as other directors, representatives from Human
Resources Department and external advisers may be invited to attend for all or
part of any meeting, as and when appropriate.
|
| 1.4 |
The Chairman of the Committee shall be appointed by the Board. |
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2.
|
Secretary |
| 2.1 |
The secretary of the Committee shall be appointed by the Committee. |
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3.
|
Quorum |
| 3.1 |
The quorum necessary for the transaction of business shall be two. |
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4.
|
Frequency of Meetings |
| 4.1 |
The Committee shall meet at least once a year. |
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5.
|
Notice of
Meetings |
| 5.1 |
Meetings of the Committee shall be summoned by the secretary of the
Committee at the request of any member of the Committee. |
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6.
|
Minutes of
Meetings |
| 6.1 |
The secretary shall minute the proceedings and resolutions of all Committee
meetings, including the names of those present and in attendance.
|
| 6.2 |
Minutes of Committee meetings shall be circulated promptly to all members of the Committee within a reasonable time after the meeting and, once agreed, to all other members of the Board. |
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7.
|
Authority |
| 7.1 |
The Committee is authorized by the Board to seek any information it
requires from any employee of the Company in order to perform its duties.
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| 7.2 |
In connection with its duties the Committee is authorized by the Board to
obtain, at the Company's expense, outside legal or other professional advice.
Such expenditure shall be within limits agreed by the Board. |
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8.
|
Duties |
| 8.1 |
The duties of the Committee shall be:
| (a) |
to make recommendations to the Board on the Company's policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration; |
| (b) |
to have the delegated responsibility to determine the specific remuneration packages of all executive directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board of the remuneration of non-executive directors. The Committee should consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the directors, employment conditions elsewhere in the group and desirability of performance-based remuneration; |
| (c) |
to review and approve performance-based remuneration by reference to
corporate goals and objectives resolved by the Board from time to time; |
| (d) |
to review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company; |
| (e) |
to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are
determined in accordance with relevant contractual terms and that any
compensation payment is otherwise reasonable and appropriate; and |
| (f) |
to ensure that no director or any of his associates is involved in deciding his own remuneration.
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9.
|
Reporting Responsibilities |
| 9.1 |
The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
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| 9.2 |
The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure that it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
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| 9.3 |
The Chairman of the Committee, or failing him, any member of the Committee shall attend the annual general meeting of the Company prepared to respond to any shareholder questions on the Committee's activities. |
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