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REMUNERATION COMMITTEE CHARTER

  1. PURPOSE

    The purpose of this Remuneration Committee Charter is to provide guideline for the organization, operation and governance of the Remuneration Committee.

  2. SCOPE

  3. REFERENCE

  4. DEFINITIONS/ABBREVIATIONS

  5. GENERAL POLICY

    5.1 Objective of Remuneration Committee

    The objectives of the Remuneration Committee are to:

    • Determine appropriate compensation levels for the Company’s Executive Board;

    • Evaluating directors compensation programme.

    A primary objective of the Committee is to ensure that the compensation of Executive Board is internally equitable, externally competitive, motivates Executive Board towards the achievement of business objectives and aligns their focus on the long-term business of the Company shareholders.

    5.2 Composition

    The Committee shall be appointed by the Board of Directors from amongst their members and comprising wholly or mainly of Non-Executive Directors and shall consist of not less than three (3) members.

    The members of the Committee shall elect a Chairman from amongst their number who shall be Independent Non-Executive Director.

    If the number of members, for whatever reasons, falls below three (3), the Board of Directors shall, within three (3) months of the event, appoints such number of new members as may be required to make up the minimum number of three (3) members.

    The term of office for all members of the Committee is subject to renewal on a yearly basis.

    5.3 Remuneration Committee Authority

    The Committee is authorized to review and recommend to the Board the remuneration package of the Executive Directors in all its forms, drawing from outside advice as necessary. Executive Directors shall play no part in decisions on their own remuneration packages.

    Remuneration packages of Directors shall be a matter to be decided by the Board as a whole with the Director concerned abstaining in deliberation and voting on decisions in respect of his / her individual remuneration.

    The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of independent legal advisors, experts or consultants, as it deems appropriate, without seeking approval of the Board or Management. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any such advisors, experts or consultants retained by the Committee.

    5.4 Remuneration Committee duties and responsibilities

    The duties and responsibilities of the Committee are:

    1. The Committee shall review and recommend to the Board the remuneration of each of the Executive Directors in all its forms, drawing from outside advice as necessary. However, the determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman, if any, should be a matter for the Board as a whole. The individual concerned should, abstain from discussion of their own remuneration.

    2. Conduct an annual performance evaluation of the Committee and report to the Board of Directors;

    3. Review and reassess the adequacy of this Charter annually, and when considered necessary, make recommendations to the Board to modify it;

    4. The Remuneration Committee shall monitor the Company’s compliance with the requirements under Companies Act 1965 relating to plans and loans to directors and other legal requirements affecting its compensation and benefits programs, in consultation with the Audit Committee as appropriate.

  6. OPERATING GUIDELINES

    The Committee is at liberty to determine the frequency of its meetings. The quorum shall consist of two (2) members.

    Directors shall not participate in decisions on their own nomination.

    The Committee may invite any person to be in attendance to assist in its deliberations.

    Operation of the Committee meeting is stipulated in the Board Charter.

    The Remuneration Committee shall report to the Board on its activities through presentations during the next Board meeting and/or by submission of the Minutes of the Remuneration Committee meetings to the Board.

  7. REPORTING

    7.1 The Remuneration Committee shall, through its Chair, provide reports of the Remuneration Committee’s meeting and actions to the Board of Directors. Such reports shall contain recommendations for Board action when required under the provision of any applicable regulation or when deemed appropriate by the Committee.

 


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