1. The members of the RC shall be appointed by the Board from among the members of the Board. The chairman of the Board shall not be a member of the RC, with reference to Practice 1.4 of the Malaysian Code on Corporate Governance (“MCCG”).
2. The members of the RC shall comprise exclusively of non-executive directors, a majority of whom shall be independent directors and shall consist of a minimum of not less than three (3) members. The appointment and position of a RC member shall automatically terminate when he ceases to be a member of the Board of Directors.
3. No alternate director shall be appointed as a member of the RC.
4. The members of the RC shall elect a Chairman of the RC (“Chairman”) from among themselves who shall be an independent director. The election of the Chairman shall be approved by the In the absence of the Chairman, the remaining members present shall elect one of their members as Chairman of the meeting.
5. The members of RC shall be nominated and recommended by the Nomination Committee (“NC”), and thereafter to be appointed by resolution of the Board.
6. The effectiveness of the Committee shall be assessed by the Board, through the Nominating Committee on an annual basis.
7. The main role of the RC is to implement its remuneration policies and procedures including reviewing and recommending matters relating to the remuneration of Board and Senior

1. The Committee shall review and recommend to the Board the remuneration package of the executive directors, key management personnel and where applicable, senior management which should be aligned with the business strategy and long-term objectives of the Company, as well as the demands, complexities and performance of the Company as well as skills and experience required. In addition, the remuneration package should take into account the complexity of the Company’s and its subsidiaries’ (“Group”) business and the individual’s responsibilities. Any member of the Committee who is an executive director must not participate in the deliberation and any decision on his/her own remuneration. Directors who are shareholders and controlling shareholders with a nominee or connected director on the Board should also abstain from voting on the resolution to approve directors’ fees at the general meeting.
2. The remuneration of non-executive directors will be a matter to be decided by the Board as a whole taking into account, the responsibilities, expertise and commitment, with the director concerned abstaining from the discussion and voting on decisions on his/her own remuneration.
3. To review annually the performance of the directors and recommend to the Board the specific adjustments in remuneration/ reward payments and for directors’ fees and benefits, to be tabled and passed at a general meeting.
4. To formulate policies, guidelines and set criteria for remuneration packages for the directors, key management personnel and where applicable, senior management and to ensure that they are fairly and appropriately remunerated according to the general market sentiments or conditions and the Group’s operating results, as well as the directors, key management personnel and where applicable, senior management’s merit, qualification, competence, and individual performance. In determining the appropriate level of remuneration for directors and senior management, the board should also take into consideration the Group’s performance in managing material sustainability risks and opportunities. The remuneration and incentives for independent directors should not conflict with their obligation in bringing objectivity and independent judgment on matters discussed.
5. To review and recommend to the Board the compensation payable to the directors, key management personnel and where applicable, senior management in connection with any loss or termination of their office or appointment or arrangements relating to dismissal or removal for misconduct and to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company.
6. To ensure that all remuneration packages and benefits given to the directors, key management personnel and where applicable, senior management are in compliance with the laws, rules, requirements, regulations and guidelines set by the relevant authorities and our Board from time to time.
7. To implement policies and procedures on remuneration including reviewing and recommending matters relating to the remuneration of the Board, key senior management personnel and where applicable, senior management which is to be based on objective considerations of the merits and values of the director’s contribution to the Company.
8. To ensure that the remuneration package is sufficient to attract and retain the Directors needed to manage the Company successfully, after taking into consideration all relevant factors including their function, workload, and responsibilities involved, but without paying more than is necessary to achieve these goals.
9. To recommend to the Board the appointment of the services of such advisers or consultants, as it deems necessary to fulfill the responsibilities.
10. To oversee any major changes in employee remuneration and benefit structures throughout the Group.
11. To consider/examine/assess any other matters as the RC considers appropriate.

1. Have full and unrestricted access to the Company’s resources, records, properties and personnel.
2. Be able to engage independent external professional advisers or consultants.
3. Be able to secure the attendance of outsiders with relevant experience and expertise.
4. Have authority to investigate any matter within its Terms of Reference.

1. The RC may meet together for the dispatch of business, adjourn and subject to Clauses 145 to 147 of the Company’s Constitution otherwise regulate their meetings as they think fit, provided that the Committee shall meet at least once a calendar year.
2. A member of RC, may participate in a meeting of the RC by means of a conference telephone, electronic or any communication facilities which allows all persons participating in the meeting to hear each other. A participant shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly notwithstanding the fact that he is not physically present at the venue where the meeting is to be held. The meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting then is.
3. Any member of the RC may at any time and the Secretary shall on such request summon a meeting of the RC.
4. At least seven (7) days’ written notice of a meeting of a RC shall be given to all RC members at his/her last known address or other address given by him. The RC members may meet on shorter notice and waive notice of any meetings as they deem necessary subject to the consent and agreement of all RC members.
5. The quorum necessary for the transaction of business shall be two (2) comprised of a majority of independent non-executive directors.
6. Questions arising at any meeting shall be determined by a majority of votes of the members present and a determination by a majority of members shall for all purposes be deemed a determination of the RC.
7. In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote PROVIDED THAT where two (2) members form a quorum, the Chairman of the meeting at which only such a quorum is present, or at which only two members are competent to vote on the question at issue, shall not have a casting vote.
8. The RC shall cause minutes to be duly entered into minutes books provided for the purposes:-
   • of the names of all RC members and other participants of each meeting of the RC;
   • of all resolutions and proceedings of the RC Meetings; and
   • of all orders, recommendations and reports made by the

Such minutes shall be signed by the Chairman at which the proceedings were held or by the Chairman of the next succeeding meeting, and if so signed, shall be conclusive evidence without any further proof of the facts therein stated.

9. The books containing the minutes of the proceedings of the RC shall be kept by the Company at the registered office of the Company subject to the provisions of the Companies Act 2016, relating to keeping the minutes of the Board and any committee of the Board.

Any such resolution may consist of several documents in like form each signed by two (2) or more of the members of the RC. Any such documents may be accepted as sufficiently signed by the RC if transmitted to the Company by facsimile or electronic mail or digital written message to include as a signature of a member of the RC.