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Constitution |
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1. |
The Board hereby resolved to establish a Committee of the Board to be known as the Remuneration Committee. |
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Membership |
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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. |
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3. |
The Chairman of the Committee shall be appointed by the Board. |
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4. |
The Company Secretary shall be the secretary of the Committee. |
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Attendance at meetings |
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5. |
The chairman and chief executive of the Company shall also have the right of attendance. |
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6. |
A quorum shall be two members of the Committee. |
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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. |
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Frequency and proceedings of meetings |
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8. |
Meetings shall be held not less than once per year. Additional meetings shall be held as the work of the Committee demands. |
| 9. |
Proceedings of the Committee's meetings should be governed by Article 130 of the Company's articles of association. |
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Voting of Meetings |
| 10. |
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. |
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Authority |
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11. |
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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12. |
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. |
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Duties |
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13. |
The duties of the Committee shall be:
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(a) |
to make recommendation to the Board on the Company's policy and structure for all directors and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy; |
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(b) |
to review and approve the management's remuneration proposals with reference to the board's corporate goals and objectives; |
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(c) |
to determine with delegated responsibility, the remuneration packages of individual executive directors and senior management;
This should include benefit in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment; |
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(d) |
to make recommendations to the board on the remuneration of non-executive directors; |
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(e) |
to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the group; |
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(f) |
to review and approve compensation payable to executive directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive; |
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(g) |
to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; and |
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(h) |
to ensure that no director or any of his associates is involved in deciding his own remuneration. |
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Reporting Procedures |
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14. |
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. |
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15. |
The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed. |
