TERM OF REFERENCE OF THE REMUNERATION COMMITTEE

 
1.0 Objectives
 
The Remuneration Committee Charter sets out the authority, responsibilities, membership and operation of the Board of SWS Capital Berhad (the Company), for the purposes of
  evaluating the performance of, reviewing and recommending to the Board the compensation (including employment contracts and severance arrangements) to be provided to Management Board,

  reviewing and approving, on behalf of the Board, all compensation (including employment contracts and severance aggangements) to be provided to each executive officer and non-employee director of SWSCAP, including any perquisites and equity compensation and salary, bonus and equity compensation guidelines for all other employees of SWSCAP, and

  • reviewing and approving SWSCAP’s management succession plans and leadership delopment strategies.

 

 

2.0 Composition
 
The Committee shall be appointed by the Board from amongst the Directors and shall consist no fewer than 3 members, all of them must be Non-Executive Directors, with a majority of them being Independent Directors. The member of the Remuneration Committee shall elect a chairman from among their members who shall be an independent Director. An alternate Director must not be appointed as a member of the Remuneration Committee.

If a member of the Committee resigns, dies, or for any reason ceases to be a member with the results that the number of members is reduced to less than three, the Board of Directors shall, appoint such number of members as may be required to make up the minimum number of three members.

The Company Secretary shall be the Secretary of the Committee.
 

 

3.0 Authority
 
The Board has constituted the Committee with the authorities necessary to perform the duties set out in these terms of reference. The Board willl provide the Committee with sufficient resources to undertake its duties.

The Committee, within the scope of its assigned duties, is authorised to seek any information it requires from employees, company officers and external parties.

The Committee may engage remuneration consultants and other advisers or otherwise obtain such independent legal or other professional services as it requires, at the expense of the Company, with prior consent of the Board.
 

 

4.0 Meetings
 
The Committee shall meet at least once a year, and such additional meetings as may be required for the Chairman to fulfill its duties. The agenda for the Committee meetings shall be circulated before each meeting to members of the Committee.

At all meetings of the Committee, the Chairman of the Committee, if present, shall preside. If the Chairman of the Committee is absent, the members present at the meeting shall elect a Chairman for the meeting.
 

 

5.0 Quorum
 
The quorum for the Committee meeting shall consist of two (2) members of whom the majority of the members present shall be Independent Directors.
 

 

6.0 Attendance at Meetings
 
The Company Secretary shall be the Secretary of the Committee and shall be responsible for the coordination of administrative details including sending out notice of meetings, preparing and keeping minutes of meetings. The minutes of the Committee meetings are to be extended to the Board.
 

 

7.0 Role of Remuneration Committee
 
  i. To establish and recommend to the Board, the remuneration package for Executive Directors such as the terms of employment or contract of employment/service, benefit, pension, incentive scheme, bonuses, fees, expenses, compensation payable on termination of the service contract by the Company and/or the Group etc.

  ii. To review and recommend to the Board the remuneration packages of Non-Executive Directors for shareholders’ approval at the Annual General Meeting.

  iii. To consider other remunerations or rewards to retain and attract directors.
 

 

8.0 Duties and Responsibilities
 
The duties and responsibilities of the Committee shall be as follows and will cover the Group:
 

 

8.1 Policies and Strategies
 
  a) The Committee shall review key human resource policies and strategies and propose such changes as seem desirable.

  b) The Committee shall review the Corporation’s compensation philosophy and its related policies, and make recommendations, if any, to the Board for approval.

  c) The Committee shall ensure that the Corporation develops on an ongoing basis, adequate, appropriate and effective policies, strategies, controls, processes and procedures within the Corporation to maintain an organisational climate that fosters ethical employee business conduct and behaviour , employee commitment to the operations of the Corporation and a high degree of employee satisfaction and shall review policies and codes in respect of the same and make recommendations, if any, to the Board for approval.
 

 

8.2 Compliance and Reports
 
The Committee shall review reports with repect to:

  a) compliance with legal requirements and major corporate policies pertaining to human resource matters on an annual basis; and

  b) compliance with policies on employee business conduct and ethical behaviour on an annual basis or immediately where circumstances dictate. When required, the Committee shall request of Management that it provides a report to the Audit Committee in the event a breach occurs or a concern is raised that is of a nature that warrants such a report.
 

 

8.3 Reports to Board
 
The Committee shall report to the Board as it deems appropriate regarding human resource and compensation matters and Management performance in this area.
 

 

8.4 Bonus Awards
 
The Committee shall review and approve individual employee bonus awards as recommended by the Managing Director. The Committee shall also conduct a review of the Corporation’s policy on bonus awards, and make recommendations to the Board as required.