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Remuneration Committee TOR

1.Composition

 

1.1 The RC members shall be appointed by the Board of Directors (“Board”) from among their number and consists of not fewer than three members.  The majority of the members shall be Non-Executive Directors.  

 

1.2  In the event of any vacancy in the RC resulting in the number of members being reduced to less than three persons, the Board shall fill the vacancy within three months.  

 

1.3 The members shall elect a Chairman from among their number.  

 

1.4 The Company Secretary shall be the Secretary of the RC.

 

2.Meetings

 

2.1 The RC shall meet as the Chairman deems necessary. 

 

2.2 The quorum for a meeting shall be two (2) members.

 

2.3 Other staff may be invited to attend part or all of any meeting of the RC.

 

2.4 A notice of meeting together with an agenda and proposal papers will be circulated to all members before the time of holding the meeting. 

 

2.5 All proceedings of the meeting shall be minuted. 

 

2.6 All decisions and resolutions passed by the RC shall be tabled to the Board for approval during Board Meetings. 

 

3.Duties and Responsibilities

 

3.1 To recommend to the Board, the remuneration of each Director in all its form, with the respective Directors abstain from deliberating their own remuneration.

 

3.2 To establish and review the level of remuneration packages of each individual Executive Director such that the levels of remuneration are sufficient to attract and retain the Directors needed to run Stella Holdings Berhad Group successfully.