1.1 To assist the Board to discharge its duty by reviewing the remuneration of each individual Director.
2.1 The Committee shall be appointed by the Board from amongst its number and shall comprise of not less than two (2) members, consisting exclusively or a majority of non-executive directors;
2.2 The Chairman of the Committee shall be an independent non-executive director appointed by the Board.
The duties and responsibilities of the Remuneration Committee include the following :-
3.1 To establish formal and transparent remuneration policies and procedures to attract and retain Directors.
3.2 To recommend to the Board, the remuneration packages of the directors (both Executive and Non-Executive) of the Company.
3.3 To review the annual remuneration packages of each individual Director such that the levels of remuneration are sufficient to attract and retain the directors needed to run the Company successfully;
4.1 The Committee is authorized by the Board to obtain independent professional or other advice at the Company’s expense and to invite outsiders with relevant experience and expertise to attend meetings if it considers this necessary.
5. Meetings and Quorum
5.1 Meetings shall be held at least once (1) a year with a minimum quorum of two (2) members. Additional meetings may be called at any time at the discretion of the Chairman of the Committee;
5.2 Directors, whether executive or non-executive, should not participate in decisions on their own remuneration packages;
5.3 The Company Secretary shall be the Secretary of the Committee;
5.4 The minutes of each Committee meeting shall be tabled to the Board by the Chairman of the Committee.