Teo Guan Lee Corporation Berhad

Terms of Reference- Remuneration Committee
 
Objective
In accordance with the Malaysian Code on Corporate Governance, the Remuneration Committee is set up to provide recommendations to the Board of Directors (“Board”) on the remuneration of the Executive Directors in all its forms such that the component parts of remuneration are structured to link rewards to corporate and individual performance.

Executive Directors should play no part in decisions on their remuneration while the remuneration of the Non-Executive Directors should be a matter for the Board as a whole to determine. The individuals concerned should abstain from discussion of and voting on their own remuneration.

Size and Composition
The Remuneration Committee shall consist wholly or mainly of Non-Executive Directors. The members of the Remuneration Committee shall elect a Chairman from amongst its members who shall be a Non-Executive Director.

Meetings
The Remuneration Committee shall meet as and when is necessary. The quorum for any meetings shall be two (2) Non- Executive Directors subject to any laws, guidelines or rules that may be imposed by Bursa Malaysia Securities Berhad and/ or any other relevant authority(ies).

Secretaries
The Company Secretaries shall act as Secretaries of the Remuneration Committee and shall be responsible for keeping minutes of meetings of the Remuneration Committee and circulating them to the Remuneration Committee members.

Duties and Responsibilities
  1. To determine and recommend to the Board the framework or broad policy for the remuneration, in all forms, of the Executive Directors and/or any other persons as the Remuneration Committee is designated to consider by the Board, drawing from outside advice as necessary.
  2. To determine and recommend to the Board any performance related pay schemes for the Executive Directors and/or any other persons as the Remuneration Committee is designated to consider by the Board.
  3. To determine the policy for and scope of service agreements for the Executive and Non-Executive Directors, termination payment and compensation commitments.
  4. To produce any required reports as may be required from time to time.
  5. To recommend to the Board the appointment of the services of such advisers or consultants as it deems necessary to fulfil its responsibilities
  6. To carry out other responsibilities, functions or assignments as may be defined by the Board from time to time.