Terms of Reference-Remuneration Committee

Duties and Responsibilities

The duties of the Committee shall be to establish and document policies and procedures for Directors’ remuneration as documented in the Directors’ Remuneration Policy. Such policies and procedures may include:

• the remuneration of the Executive Director/Key Senior Management in relation to performance measures agreed and approved by the Board and shareholders;
• the remuneration of Non-Executive Directors in relation to the level of contribution of the Directors;
• the appropriate level of remuneration of Non-Executive Directors to safeguard objectivity and independence (for Independent Non-Executive Directors).

In doing so, the Committee shall take into consideration the following:

• the performance-related elements of remuneration shall be designed to align interests of Executive Directors/Key Senior Management with those of shareholders and link rewards to Group performance. There shall be appropriate and meaningful measures for the purpose of assessing Executive Directors/Key Senior Management’ performance and to avoid potential conflict of interest;
• the remuneration of Non-Executive Directors shall be appropriate to the level of contribution, taking into account factors such as effort and time spent, and responsibilities of the Directors. Non-Executive Directors shall not be over-compensated to the extent that their independence may be compromised; and
• the Group should be aware of pay and employment conditions within the industry and in comparable companies but they should use such comparison with caution in view of the risk of an upward ratchet of remuneration levels with no corresponding improvements in performance.