WONG ENGINEERING CORPORATION BERHAD

 Registration No. 199601037606 (409959-W)

 (Incorporated in Malaysia)

TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE

  1. Objective

The objective of the Remuneration Committee (“RC”) is to establish a formal and transparent procedure for the development of a remuneration policy and remuneration structure including review of remuneration package for Executive Directors, Non-Executive Directors and Senior Management of the Group.

 

  1. Composition

The RC shall consist of at least three (3) members and be appointed by the Board of Directors (“Board”) from amongst the Directors comprising majority of whom must be independent. No alternative Director of the Board shall be appointed as a member of RC.

 

The Chairman of RC shall be an Independent Non-Executive Director. In the absence of the Chairman, the remaining members present shall elect one of their members to chair the meeting. A secretary shall be nominated by the RC.

 

If a member of the RC resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced below three (3), the Board shall within three (3) months of the event appoint such number of new members as may require to fill the vacancy.

 

  1. Duties and Responsibilities

 

a) To formulate the framework for remuneration and compensation covering Director fees, allowances and other benefits-in-kind for the Board and Board Committee.

b) To review and recommend to the Board the remuneration package of the Executive Directors and Non-Executive Directors in all its forms and also review Directors’ Fees of the Company and the Group.

c) To review the remuneration policy for the Company.

d) To make recommendation of remuneration package based on the following considerations: –

    i)Level of remuneration structure is sufficient to attract and retain the individuals needed to run the Company successfully at the Board as well as the Senior Management levels;

   ii) To ensure the remuneration package shall be comparable within the industry and market terms and shall include a performance-related element coupled with appropriate and meaningful measures of assessing the performance of individual Executive Director;

  iii) Aligns the interest of Directors, Senior Management and stakeholders in promoting the Company’s progress; and

  iv) Is based on information obtained from independent remuneration sources within similar industry.

   v) To ensure the level of remuneration for Non-Executive Directors is reflective of their experience and level of responsibilities and the onerous challenges in discharging their fiduciary duties.

 e) To perform any other function may be determined by the Board from time to time.

  1. Authority

 

The RC shall have the authority to carry out the matters which fall within their responsibilities or to submit to the Board its recommendations on matters which are within their purview, for the Board’s consideration and approval.

 

The RC is given full authority by the Board to engage the services of independent professional advisors and may request the attendance of persons at RC meetings if necessary, to facilitate the deliberations of the RC.

 

Directors shall abstain from discussing and participating in decision of their own remuneration package.

 

  1. RC Meetings

 

The RC shall meet at least once (1) annually with additional meetings convened on as and when needed basis. The Company Secretary shall be the secretary of RC.

 

Where possible, notices, agenda of meetings and other meeting materials should be distributed at least seven (7) days before the RC meeting, in order to provide sufficient time for members’ review ahead. The RC meetings may be held by means of a conference telephone or similar electronic telecommunication device according to the Company’s Constitution.

 

The quorum for meetings of the RC shall be two (2) members. Each member is entitled to one (1) vote on all matters deliberated at the RC meeting. In the case of an equality of votes, the Chairman of the RC except when only two (2) Directors are present or when only two (2) Directors are competent to vote on the question at issue shall have a second or casting vote.

 

  1. Circular Resolution

 

A circular resolution in writing signed by the members of the RC who are sufficient to form a quorum, shall be valid and effectual as if it had been passed at a meeting of the RC duly convened. Any such resolution may consist of several documents in like form, each signed by one (1) or more members of the RC and shall include signed copies via legible confirmed transmission or other written electronic means.