WONG ENGINEERING CORPORATION BERHAD (409959-W)

 (Incorporated in Malaysia)

TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE

  1. Objective
    The objective of the Remuneration Committee 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.
  2. Membership
    The Remuneration Committee (“the Committee”) shall consist of at least three (3) members and be appointed by the Board from amongst the Directors comprising mainly but not wholly of Non-Executive Directors.
  3. Chairman
    The Chairman of the Committee shall be an Independent Non-Independent Director.
  4. Secretary
    The Group Executive Secretary shall be the Secretary of the Committee.
  5. Meetings
    1. Meetings of the Committee shall be held as and when deemed necessary but nonetheless, shall be held at least once a year.
    2. Quorum for meeting of the Committee shall be two (2) members, one of whom shall be an Independent Non-Executive Director.
    3. The Committee may invite other Board members, Directors and Senior Management personnel of the Company and the Group (subsidiary companies) to attend meetings of the Committee at its discretion.
    4. Copies of minutes of all meetings of the Committee shall be given to all Board members when necessary.
  6. Scope of Duties and Responsibilities
    1. The Committee is authorized by the Board to consider and review from time-to-time the remuneration package of the Executive Directors, Non-Executive Directors and Senior Management in all its forms and also review Directors’ Fees of the Company and the Group periodically.
    2. The recommendations of remuneration shall be based on the following considerations:
      • 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;
      • Links rewards to both the Company and individual’s responsibilities and performance;
      • Aligns the interest of Directors, Senior Management and stakeholders in promoting the Company’s progress ; and
      • Is based on information obtained from independent remuneration sources within similar industry.
    3. 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;
    4. Links rewards to both the Company and individual’s responsibilities and performance;
    5. Aligns the interest of Directors, Senior Management and stakeholders in promoting the Company’s progress ; and
    6. Is based on information obtained from independent remuneration sources within similar industry.
  7. Authority
    The Committee is given full authority by the Board to engage the services of independent advisers and consultants as and when required to assist the Committee members in their deliberations.
  8. Reporting
    Decisions and recommendations of the Committee shall be reported back to the Board for ratification and where required by rules and regulations governing the Company, for approval of shareholders at a general meeting.