Corporate Introduction
Chairman's Statement
Directors' Profile
Board Committee
 ::Audit Committee
 ::Remuneration Committee
   - Background &
     Terms of Reference
   - Members
Senior Management Profile
Corporate Structure
Corporate Milestone
Vision, Missions & Values
Growth Initiatives
District Review
Land Bank
Corporate Publication

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Remuneration Committee

Background
Pursuant to the Code on Corporate Governance Practices set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, there should be a formal and transparent procedure for setting policy on executive directors' remuneration and for fixing the remuneration packages for all directors. Levels of remuneration should be sufficient to attract and retain the directors needed to run the company successfully, but no excessive payment should be made. It was further provided that every listed issuer should establish a remuneration committee with specific terms of reference which deal clearly with its authority and duties. A majority of the committee members must be independent non-executive directors of the listed issuer. The remuneration committee should consult the chairman and/or chief executive officer about their proposals relating to the remuneration of other executive directors and have access to professional advice if considered necessary. No director should be involved in deciding his own remuneration.
 
Terms of Reference
Constitution
1.
The Board hereby resolved to establish a Committee of the Board to be known as the Remuneration Committee.
   
Membership
2.
The Committee shall be appointed by the Board and shall consist of not less than three members, majority of whom should be independent non-executive directors.
3.
The Chairman of the Committee shall be appointed by the Board.
4.
The Company Secretary shall be the secretary of the Committee.
   
Attendance at meetings
5.
The chairman and chief executive officer of the Company shall also have the right of attendance.
6. A quorum shall be two members of the Committee.
7.
The Committee may, from time to time, invite other member of the Board, representatives from Human Resources Department and external advisers to attend for all or part of any meeting, as and when appropriate.
 

Frequency of meetings

8.
Meetings shall be held not less than once per year. Additional meetings shall be held as the work of the Committee demands.
   
Voting of Meetings
9.
In the case of an equality of votes, the Chairman of the Committee shall be entitled to a casting vote in addition to any other vote he may wish.
   
Authority
10.
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.
11.
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 limit agreed by the Board.
   

Duties

12. The duties of the Committee shall be:
(a)
to make recommendation 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 benefit 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.
   
Reporting Procedures
13.
The Chairman of the Committee shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
14.
The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.