Terms Of Reference Of The Nomination And Remuneration Committee

1. Objective

The principal objectives of the Committee are to nominate and screen Board member candidates and to ensure an appropriate structure for management succession and development including an effective process for director selection and tenure and to review and recommend to the Board the remuneration, compensation and benefits packages of the executive directors.

2. Size and Composition

The Committee shall comprise exclusively of non-executive directors. The number shall be at least three (3), of which the majority must be independent non-executive directors.

3. Frequency and Attendance at Meeting

The Committee shall meet as and when deemed necessary for the performance of its objectives. The Committee may invite any person to be in attendance at the meeting to assist in its deliberations. The company secretary of the Company shall be the secretary of the Committee.

4. Circular Resolution

A resolution in writing signed or approved by letter, electronic mail, telegram, telex or telefax or other form of electronic communication by MAJORITY of the Committee members, shall be valid and effectual as if it had been passed at a meeting of the Committee duly called and constituted.
All such resolutions shall be described as “Nomination and Remuneration Committee Members’ Resolutions in Writing” and shall be forwarded or otherwise delivered to the Secretary without delay and shall be recorded by the Secretary in the Company’s Minutes Book. Any such resolution may consist of several documents in the like form, each signed by one (1) or more Committee members.

5. Quorum

The quorum necessary for the transaction of business shall be two (2) members.

6. Duties and Responsibilities

  • Develop, maintain and review the criteria to be used in the recruitment process and annual assessment of directors.
  • Nomination and screening of Board member candidates.
  • Recommend to the Board, candidates for all directorships to be filled by shareholders or the directors.
  • Annual assessment and evaluation of individual directors on an on-going basis, performance of the Board as a whole, committees of the Board and its members.
  • To annually review the term of office and performance of the Audit Committee and each of its members to determine whether such Audit Committee and members have carried out their duties in accordance with their terms of reference.
  • Annual assessment and evaluation of the independence of independent directors.
  • Annual assessment of the training needs of individual directors and ensure they have access to appropriate continuing education programmes.
  • Annual review of required mix of skills and experience and other qualities required for the Board to function completely and effectively.
  • Consider, in making its recommendations, candidates for directorships proposed by the Managing Director/Chief Executive Officer and by any other senior executive or any director or shareholder.
  • Termination of membership of individual directors in accordance with policy, for cause or other appropriate reasons.
  • Recommend to the Board, directors to fill the seats on board committees.
  • Establish formal and transparent remuneration policies and procedures to attract and retain directors.
  • Determine the fees for the executive directors.
  • Ascertain a fair and competitive remuneration package for executive directors, considering also the responsibility and commitment which goes with the Board membership.

7. Reporting to the Board

The Committee shall report its proceedings regularly to the Board.