TERMS OF REFERENCE FOR REMUNERATION COMMITTEE
The Remuneration Committee (the “Committee”) of Eco World International Berhad (the “Company”) was formed by the Board of Directors of the Company. Its primary function is to assist the Board in the following areas:
- Recommend to the Board the remuneration package of Executive Directors and Non-Executive Directors of the Group to attract, retain and motivate Directors;
- Recommend the engagement of external professional advisors to assist and/or advise the Committee, on remuneration matters, where necessary.
2.1The membership of the Committee shall comprise a majority of Non-Executive Directors, a majority of whom are independent and number at least three (3) in total. Membership of the Committee shall be disclosed in the annual report of the Company.
2.2The Chairman of the Committee shall be an Independent Non-Executive Director appointed by the Board.
2.3The members will be appointed by the Board and will remain members until there is a change.
3. Quorum and Meeting Procedures
The Committee shall meet at least once (1) a year. More meetings may be conducted if the need arises.
The quorum for a meeting of the Committee shall be two (2) members, present in person. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present.
The Company Secretary or his/her representative/other appropriate senior officer shall act as Secretary of the Committee (the “Secretary”). The Secretary, in conjunction with the Chairman, shall draw up an agenda, which shall be circulated together with the relevant support papers, at least one (1) week prior to each meeting to the members of the Committee.
The Secretary shall also be in attendance at each Committee meeting and responsible for keeping the minutes of meetings of the Committee and circulating them to Committee members and to the other members of the Board.
The Chief Executive Officer (“CEO”) may be invited to attend meetings to discuss the performance of Executive Directors and make proposals as necessary. Executive Directors should play no part in decisions on their own remuneration.
The Chairman shall submit an annual report to the Board, summarising the Committee’s activities during the year and the related significant results and findings thereof, including details of relevant training attended by each Committee member.
The Committee members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.
A resolution in writing, signed by all the members of the Committee, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more committee members.
The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group as and when it considers this necessary at the expense of the Company.
5. Responsibilities and Duties
In fulfilling its primary objectives, the Committee shall undertake the following responsibilities and duties:
5.1determine and recommend to the Board the general remuneration policy for Executive Directors and Non-Executive Directors, including Non-Executive Chairman, and senior management including Chief Executive Officer and Chief Financial Officer.
5.2review, at least once a year, its own performance, constitution and Terms of Reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
5.3recommend to the Board the remuneration of Executive Directors and Non-Executive Directors in all forms.
5.4review the remuneration package for the Non-Executive Directors and the committees to be aligned with their responsibilities and contributions.
5.5the determination of remuneration packages of Executive Directors and Non-Executive Directors, including Non-Executive Chairman, should be a matter for the Board as a whole where the individuals concerned shall abstain from discussion of their own remuneration.
5.6align remuneration arrangements that focuses on senior management achieving long-term business objectives and growth in shareholders’ wealth through formulation of incentive arrangements, including key performance indicators and performance hurdles.
5.7communicating with shareholders on executive remuneration, where necessary.
5.8recommend the engagement of external professional advisors to assist and/or advise the Committee, on remuneration matters, where necessary.
6. Revision of Terms of Reference
Any revision or amendment to this Terms of Reference, as proposed by the Committee or any third party, shall first be presented to the Board for its approval. Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.