REMUNERATION COMMITTEE
TERMS OF REFERENCE
OBJECTIVE
The principal objectives of the Remuneration Committee (the “Committee”) is to assist the Board of Directors (the “Board”) in their responsibilities in assessing the remuneration packages of the directors of Greater Bay Holdings Berhad (the “Company”).
CONSTITUTION
The Board shall elect three (3) Committee members from amongst themselves and the Committee shall be primarily composed of independent and non-executive directors. The Chairman of the Committee shall be elected from amongst members of the Committee and shall be an independent director. The Chairman of the Committee must be approved by the Board. In the absence of the Chairman of the Committee, members of the Committee present shall elect a Chairman for the meeting. The quorum for a meeting of the Committee shall be two members. The Secretary of the Committee shall be the Company Secretary of the Company, whom shall be responsible to prepare and circulate the minutes of the Committee promptly to the members of the Committee and to table the same to the Board for notation.
FREQUENCY OF MEETING
The Committee shall meet at least once every quarter to carry out the duties and responsibilities in Paragraph (D).
DUTIES AND RESPONSIBILITIES
The Committee shall be responsible for the following:
- To review and assess the remuneration of the directors with consideration of the (i) core competencies and requirements of their respective roles, job scopes and levels of responsibilities, (ii) their experience, expertise, and capabilities, and (iii) the size and operations of the Company.
- To review and recommend the remuneration packages of senior management.
- To make appropriate recommendations to structure the component parts of remuneration of the executive directors to align with the business strategy, financial position, financial performance, and long-term objectives of the Company – whereby rewards, bonuses and other emoluments of the executive directors are linked to their respective individual performance and Company performance during the year.
- To recommend and report to the Board, at least once a year, on the remuneration structure of the directors.
- To act in line with the directions and guidance of the Board.
- To consider and examine such other matters as the Committee considers appropriate.