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Terms of Reference of Remuneration Committee

1. Objectives

To assist the Board of Directors in their responsibilities in assessing the remuneration packages of the members to the Board of Directors and Senior Managements of TRC Synergy Berhad and its subsidiary companies (the Group).

2. Composition of members

The Board of Directors shall elect the Remuneration Committee members from amongst themselves. The Remuneration Committee should only consist of non executive directors and a majority of them must be independent directors.

3. Chairman

The Chairman of the Remuneration Committee shall be elected from amongst the Remuneration Committee members. The Chairman of the Committee shall be approved by the Board of Directors.

4. Secretary

The Secretary of the Remuneration Committee shall be the Company Secretary of the Company. The Secretary is responsible to prepare the minutes of the Remuneration Committee meetings and circulate the minutes of the Remuneration Committee meetings promptly to all members of the Remuneration Committee and table the same to the Board for notation.

5. Meetings

The Remuneration Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings, at least twice a year or more frequently as deemed necessary. The Chairman may call for additional meetings at any time at the Chairman’s discretion.

The Secretary shall on the requisition of the members of the Remuneration Committee summon a meeting of the Remuneration Committee except in the case of an emergency, reasonable notice of every Remuneration Committee meeting shall be given in writing.

In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the Meeting.

6. Term of Office

The term of office and performance of the remuneration committee and each of its members shall be reviewed by the Board from time to time; to assess whether the remuneration committee and its members have carried out their duties in accordance with their terms of reference.

A formal evaluation of the performance of all committee members should be undertaken by the nominating committee.

7. Circular Resolution

A resolution in writing signed or approved by letter, telefax or other written electronic communications by all members shall be valid and effectual as if it had been passed at a meeting. All such resolutions shall be described as "Members' Circular Resolutions" and shall be forwarded or otherwise delivered to the Company Secretary without delay and shall be recorded by the Company Secretary in the minutes book. Any such resolution may consist of several documents in like form, each signed by one or more directors.

8. Quorum

A quorum shall consist of two (2) members.

9. Authority

The Remuneration Committee, in accordance with a formal and transparent procedure or policy on directors' and senior managements’ remuneration packages established by the Board of Directors and at the expense of the Company,

  1. shall review, assess and recommend to the Board of Directors the remuneration packages of the Board of Directors and Senior Managements in all forms, with other independent professional advice or outside advice as necessary.
  2. shall be entitled to the services of a company secretary who must ensure that all decisions made by the Remuneration Committee are tabled to the Board for consideration.

10. Duties and Responsibilities

The duties and responsibilities of the Remuneration Committee are as follows:-

  1. To review and assess the remuneration packages of the Board of Directors in all forms, with or without other independent professional advice or other outside advice to reflect the Board’s responsibilities, skills requirements, expertise and complexity of the Company’s activities.
  2. To review and assess the remuneration packages of the Senior Managements in all forms, with or without other independent professional advice or other outside advice to reflect their responsibilities, skills requirements, expertise and complexity of the Company’s activities.
  3. To ensure the levels of remuneration be sufficiently attractive and be able to retain directors and senior managements needed to run the Company successfully.
  4. To structure the component parts of remuneration so as to align with the business strategy and long-term objectives of the Company and to link rewards to individual performance and to assess the needs of the Company for talent at Board as well as Senior Management level at a particular time.
  5. In reviewing the remuneration packages of the Board Members and the Senior Managements the Remuneration Committee will ensure that they are in line with the Company’s Remuneration Policy and commensurate with their respective job scopes and levels of responsibilities.
  6. To act in line with the directions of the Board of Directors.
  7. To consider and examine such other matters as the Remuneration Committee considers appropriate.