The primary role of the RC under its terms of reference is to assist the Board in the following:
To assist the Board to minimise the risk of any potential conflict of interest by putting in place formal and transparent procedure for developing policy on executive remuneration and for determining the remuneration packages of individual directors and ensuring that no director is involved in deciding his/her own remuneration;
To review and make recommendations to the Board on the Group’s general framework of remuneration or specific remuneration packages (if any) for the Board and Key Management Personnel with the aim of being fair to avoid rewarding poor performance;
To review the adequacy, fairness and terms of compensation for each of the directors, the CEO and Key Management Personnel to ensure that the compensation is commensurate with the duties, responsibilities and risks involved in being an effective director, CEO or Key Management Personnel; and
To review the Company’s obligations arising in the event of termination of the Executive Directors’ contract of service, to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous.
The RC may seek remuneration consultants’ advice or perform a market survey of benchmarking directors’ compensation every 3 to 5 years depending on market conditions and the results of the survey will be presented to the Board. No remuneration consultants have been engaged for FY2023.