Ethics, Human Resource &

Remuneration Committee

The Committee consists of three members. Majority of the members are non-executive directors including the Chairperson who is also independent director. Committee is responsible for:

  • Recommending human resource management policies to the Board;
  • Recommending to the Board the selection, evaluation, compensation (including retirement benefits) and succession planning of the Chief Executive Officer. Recommending to the Board the selection and evaluation of Chief Financial Officer, Company Secretary, Compliance Officer and Head of Internal Audit;
  • Undertaking annually a formal process of evaluation of performance of the Board as a whole and its committees;
  • Consideration and approval on recommendations of the Chief Executive Officer on such matters for key management positions who report directly to Chief Executive Officer;
  • Proposing a remuneration approach and related policies for the Company covering the remuneration policy, remuneration governance and structure (including approval policy for the level and composition of compensation), and the components of compensation (such as the amount of fixed remuneration, shares or options, other variable remuneration, pension rights, redundancy pay and other forms of compensation and benefits, as well as the performance criteria and their application);
  • Reviewing and making recommendations to the Board regarding the specific remuneration of the Board members, the Chief Executive Officer, Chief Financial Officer, Company Secretary, Compliance Officer and Head of Internal Audit. However, at all times, the Committee shall ensure that the remuneration approach is consistent with the performance and risk management framework of the Company. The Board has also assigned the following responsibilities of Nomination Committee to the Ethics, Human Resource & Remuneration Committee:
  • Implement the Board’s policy on Board’s renewal so that the Board individually and collectively continues to maintain target skill levels and independence.
  • Make recommendations to the Board with regard to the nomination for appointment or reappointment of members of the Board consistent with appropriate criteria established in the profiles and succession plans.
  • Ensure proper orientation of the Board members in respect of their responsibilities.
  • Establish a mechanism for the formal assessment of the effectiveness of the Board as whole as well as individual Board members.
  • Make recommendations to the appropriate authority within the Company for retirement of members of the Board, Chief Executive Officer and senior management of the Company.
  • Make recommendations to the Board with respect to succession planning for the Chief Executive Officer and other members of the senior management and with respect to management development principles.
  • Make recommendations to the Board on nominations of members of Board committees.
  • Review the management development status and succession plans for key officers as well as general talent management of the Company.
  • Ensure that all directors receive appropriate ongoing training as required for them to fulfil their role requirements. Two meetings of the Committee was held during the year.