Membership

1. The Committee shall be appointed by the Board from amongst the Non-Executive Directors of the Company and shall consist of not less than three members, a majority of whom should be independent non-executive directors. A quorum shall be two members.

2. The Chairman of the Committee shall be appointed by the Board.

Attendance at meeting

3. Only members of the Committee have the right to attend meetings. However, other individuals such as the Managing Director, Finance Director, the head of human resources and external advisers may be invited to attend for all or part of any meeting as and when appropriate.

Frequency of meetings

4. Meetings shall be held not less than once a year and at such other times as the Chairman of the Committee shall require.

Authority

5. The Committee is authorized by the Board to consult the Chairman and/or Managing Director of the Company about their proposals relating to the remuneration of other executive directors and have access to professional advice if considered necessary.

6. In connection with its duties, the Committee is authorized by the Board to seek any information it requires from any employees of the Company and to obtain at the Company’s expenses, any outside legal or other professional advice.

Duties

7. The duties of the Committee shall be:

(a) to make recommendations to the Board on the Company’s policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;

Note: Under the CG Code, “senior management” refers to the same category of persons as referred to in the Company’s annual report.

(b) to have the delegated responsibility to determine the specific remuneration packages of all Executive Directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board of the remuneration of non-executive directors. The Committee should consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the directors, employment conditions elsewhere in the group and desirability of performance-based remuneration;

(c) to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time;

(d) to review and approve the compensation payable to Executive Directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company;

(e) to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate;

(f) to ensure that no director or any of his associates is involved in deciding his own remuneration and that, as regards the remuneration of a Non-Executive Director who is a member of the Committee, his remuneration should be determined by the other members of the Committee;


(g) Subject to Independent Non-executive Directors’ approval for grant of share options to connected persons, to review the design of all employee share option schemes and determine all matters regarding the schemes, including in particular:

(i) To formulate and recommend to the Board the framework or broad policy for the share option scheme of the Group;
(ii) To take into account all factors which it deems necessary in formulating its policy to ensure that employees of the Group are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the development of the Group;
(iii) To consider and resolve upon all grants of options under the Group’s share option schemes;
(iv) To consider any disputes or questions relating to an option or the exercise thereof;
(v) To make such alterations or additions to share option scheme rules as do not require shareholders’ approval as the Committee considers necessary or desirable subject to the limitations set out in such rules;
(vi) To keep under review the Group’s share option scheme in light of regulatory and market developments and the overall remuneration policy of the Group;

(h) to review and note annually the remuneration trends across the Group;

(i) to oversee any major changes in employee benefits structure throughout the Group; and

(j) to be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee; and to obtain reliable, up-to-date information about remuneration in other companies. The committee shall have the full authority to commission any reports or surveys which it deems necessary to help it fulfill its obligations.

Reporting procedures

8. The Committee shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

9. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

10. The minutes of meetings of the Committee shall be circulated to all members of the Board.