(Company No. 4423-H) (Incorporated in Malaysia)






1.1       Objective


            The primary objective of the Remuneration Committee (as a standing committee of the Board) is to assist the Board in developing and establishing competitive remuneration policies and packages of Directors.


1.2              Duties and Responsibilities


1.2.1        The Committee is primarily responsible for establishing a formal and transparent procedure for developing policy on the remuneration packages of the Executive Directors of the Company and its subsidiaries.


1.2.2        To review the fees and benefits accorded to Non-Executive Directors to ensure that such fees and benefits are commensurate with the experience and level of responsibilities undertaken by the respective Non-Executive Directors.


1.2.3        The ultimate decisions for the determinations of the level of remuneration shall be the responsibility of the Board as a whole after considering the recommendations of the Committee. Directors, whether Executive or Non-Executive, shall not participate in decision on their own remuneration packages.


1.2.4        The Committee in discharging its duty and responsibility, shall recommend to the Board a policy for determining the Executive Directors’ remuneration packages of the Company, drawing from outside advise whenever necessary, to be structured so as to link rewards to corporate and individual performance, reflecting the experience and level of responsibilities undertaken by the individual concerned and in accordance with the financial resources available in the Company.


1.2.5        To review on annual basis, the benefits and entitlements of the Directors



1.3       Membership Composition


1.3.1        The Committee shall be appointed by the Board from amongst their members, comprising not more that five (5) members. The Committee shall compose exclusively of Non-Executive Directors.


1.3.2        The members of the Committee shall elect a Chairman from amongst their member.


1.3.3        The terms of office and performance the Committee shall be reviewed by the Nomination Committee annually.


1.3.4        All members, including the Chairman, shall hold office only as long as they serve as Directors of the Company.



1.4       Conduct and Frequency of Meeting


1.4.1        The Committee shall meet at least once a year, although additional meeting may be called at any time at the Chairman’s direction and as requested by any member of the Board of Directors. The Committee may invite other relevant personnel to be attendance at each meeting.


1.4.2        The Chairman and any one (1) member present shall constitute a valid quorum.


1.4.3        The Company Secretary or nominee will act as the Secretary.


1.4.4        The Secretary shall keep record of the proceedings of meetings, issue notices of meetings and circulates minutes among members of the Committee.