Remuneration
Committee
v. Casting Vote
In the event there be an equality of votes, then the Chairman of the meeting shall have a casting vote.
vi. Frequency of Meetings
The Committee shall meet at least annually or at such other frequency as the Chairman may determine.
vii. Notice of Meetings
Minimum seven (7) days or such shorter notice as the RC may deem fit depending on the nature and prevailing circumstances at hand.
viii. Secretary
The Company’s Company Secretary(s) shall be the Secretary(s) for the RC. In the event any of the Company Secretary(s) is unable to attend, an assistant or deputy
Secretary(s) may be appointed for that specific meeting.
ix. Minutes of Meetings
The Secretary (which expression shall include the assistant or deputy Secretary appointed under item (viii)) shall table the minutes of each RC Meeting and shall
circulate the same for each Member’s record. The Chairman’s confirmation of the Minutes shall be taken as a correct record of the proceedings thereat.
The Chairman shall report on each meeting to the Board.
x. Functions of the RC
Without prejudice to the generality of the foregoing, the RC shall:
a.
Review, recommend and advise on all forms of Directors’ remuneration e.g.
• Basic Salary
• Profit-sharing schemes (if any)
• Share options
• Any other benefits
b.
Establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of individual
Directors;
c.
To structure the component parts of the Executive Directors’ remuneration so as to link rewards to corporate and individual performance; whereas, in the case
of Non-Executive Directors, the level of remuneration should reflect the experience and level of responsibilities undertaken by the particular Non-Executive
Director concerned;
d.
Conduct continued assessment of individual Executive Directors to ensure that remuneration is directly related to performance over time;
In this regard, the review of Non-Executive Directors’ fees may take place at a different time of the year from the review of Executive Directors’ salaries;
e.
To monitor and assess the suitability of such proposed performance related formula (e.g. whether the formula is based on individual performance, company
profit performance, earnings per share, etc.) and to see that awards under the Company’s share option schemes are consistent with the Company’s overall
performance and provide an additional incentive to management;
f.
To provide an objective and independent assessment of the benefits granted to Executive Directors;
g.
To ensure that there are adequate pension arrangements for the Executive Directors;
h.
To consider what other details of Executive Directors’ remuneration to be reported in addition to the existing legal requirements, and how these details should
be presented in the Annual Report;
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Wah Seong Corporation Berhad • Annual Report 2014
