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Terms of Reference
A committee, as resolved by the Board, shall be known as the Remuneration Committee (the “Committee”) with the following terms of reference.
Membership
The Committee shall be appointed by the Board from amongst the directors of the Company. The Committee shall have not less than three members and the majority of such members shall be independent non-executive directors. A quorum for any meeting shall be two members.
The chairman of the Committee shall be appointed by the Board. The Company Secretary shall act as the secretary to the Committee.
Duties
| (a) | To make recommendations to the Board on the Company's policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for development in policy on such remuneration;
Note: Senior management is defined as the same category of persons as referred to in the Company's annual report and is required to be disclosed under paragraph 12 of Appendix 16 of the SEHK Listing Rules.
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| (b) | To have the delegated responsibility to determine the specific remuneration packages of all executive directors and senior management, including but not limited to benefits in kind, pension rights; and make recommendations to the board of the remuneration of non-executive directors;
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| (c) | To review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time;
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| (d) | To review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment 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;
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| (e) | To review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate; and
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| (f) | To ensure that no director or any of his associates is involved in deciding his own remuneration.
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| (g) | To advise shareholders on how to vote with respect to any service contract of directors that requires shareholders' approval. |
Reporting procedure
The secretary shall circulate the minutes of the meetings of the Committee and reports, if any, to all members of the Board.
Adopted and effective on 16th Day of August, 2005
Membership
| Mr. Chien Lee * | Chairman |
| Mr. Edward Cheng Wai Sun * | Member |
| Mr. Gordon Siu Kwing Chue * | Member |
* Independent non-executive directors
Secretary
Mr. Adrian Mak Yau Kee
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