Remuneration
Committee
1. MEMBERS AND MEETINGS
Members and details of attendance of Directors at the Remuneration Committee Meetings of the Company for the financial year ended 31 December 2014 are as follows:
Name of Directors
Directorship
Date of Appointment
No. of Meetings
Attended
Halim Bin Haji Din (Chairman)
Independent Non-Executive Director
22 May 2002
2/2
Tan Sri Ab Rahman Bin Omar (Member)
Independent Non-Executive Director
1 October 2003
(Cessation of office on 20 June 2014)
0/1
Chan Cheu Leong (Member)
Managing Director/Group Chief Executive
Officer
22 May 2002
2/2
Professor Tan Sri Lin See Yan (Member)
Senior Independent Non-Executive Director
25 August 2014
1/1
2. ROLE OF THE REMUNERATION COMMITTEE (“RC”)
The RC shall set the policy framework and recommend to the Board, the remuneration of the Executive Directors in all its forms, drawing from outside advice as necessary
with the objective of ensuring:
a.
that the Company’s Executive Directors are fairly rewarded for their individual contributions to the Company’s overall performance; and
b.
that the levels of remuneration are sufficient to attract and retain the Directors needed to run the Company successfully.
The determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman should be a matter for the Board as a whole.
The individuals concerned should abstain from discussion of their own remuneration.
3. TERMS OF REFERENCE
i. Composition
The RC shall be headed by a Non-Executive Chairman and its members shall comprise wholly or mainly Non-Executive Directors.
ii. Quorum of Meetings
A minimum of two (2) RC Members present in person shall constitute the quorum.
iii. RC Members
The RC Members are as disclosed above.
Any other person(s) may be invited by the RC and/or the RC Chairman from time to time.
iv. Majority Decision
All decisions of the RC shall be decided on the votes of the simple majority of those Members present. However, no Executive Director shall participate in the
discussion of his own remuneration.
Any decision or recommendation made at the RC shall be subject to the review and ultimate approval of the Company’s Board of Directors.
22
Wah Seong Corporation Berhad • Annual Report 2014
