Remuneration Committee

The remuneration committee whose terms of reference covers matters recommended by the Corporate Governance Standard, comprises Mr. Chen Shien Yee and is chaired by the company's chairman, Mr. Norman Lott.

The committee will review the performance of the Executive Directors and make recommendations to tohe Board on matters relating to their remuneration and terms of service.

The Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee will meet as and when necessary. In exercising this role, the Directors shall have regard to the recommendations put forward in the Quoted Companies Alliance ("QCA") Guidelines.

Duties and Responsbilities

  1. determining and agreeing with the Board the framework or broad policy for the remuneration of the Chief Executive Officer, the Chairman (where executive) and such other members of the Executive MAnagement as it is designated to consider. The remuneration of non-executive directors shall be a matter for the chairman and the executive members of the Board. No director or manager shall be involved in any decisions are to their own remuneration
  2. setting the remuneration for all Executive Directors, the Chairman and the Company Secretary
  3. recommending and monitoring the level and structure of remuneration for senior management
  4. determining targets for any performance-related pay schemes operated by the Comapny
  5. determining the policy for and scope of pension arrangements for each Executive Director
  6. ensuring that the contractual terms on termination and any payments made, are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognized;
  7. within the terms of agreed policy, recommending the total individual remuneration package of each EXecutive Director including, where appropriate, bonuses, incentive payments and share options
  8. co-ordinating closely with the Nomination Committee in relation to the remuneration to be offered to any new Executive Director
  9. being aware of and advising on any major changes in employee benefit structures throughout teh Group
  10. agreeing the policy for authorizing claims for expenses from the Chief Executive Officer and the Chairman
  11. ensuring that provisions regarding disclosure of remuneration, including pensions, as set out in the Directors' Remuneration Report, are fulfilled; and
  12. establishing the selection criteria, selecting, appointing and setting the term of reference for any remuneration consultants who advise the committee
  13. review the design of all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amounts of such awards, the individual awards to executive directors and other senior executives and the performance targets to be used