The Remuneration Committee (“RC”) is a committee of the Board of Directors (“Board”) of Magni-Tech Industries Berhad (“Magni” or “Company”).
- The RC shall be appointed by the directors from amongst its members and shall comprise of no fewer than three (3) members and the majority of whom, including the Chairman, shall be independent directors.
- Where the members for any reason are reduced to less than three (3), the Board shall within three (3) months of the event, appoint such number of new members as may be required to make up the minimum number of three (3) members.
Meeting and Minutes
- RC shall meet as and when required upon request by the members, provided that RC shall meet at least once a year.
- The Company Secretary or such other person(s) authorized by the Board of Directors of Magni shall act as the Secretary to RC.
- The quorum for RC meeting shall be the majority of members present whom must be independent directors.
- Attendance at a meeting may be by being present in person or by participating in the meeting by means of video, audio or teleconference.
- The RC may at its discretion and as the need arises, invite one or more persons to attend the meeting.
- Minutes of each meeting shall be distributed to each member of the RC and the Board.
- The RC may deal with matters by way of circular resolutions in lieu of convening a formal meeting.
- Unless specified above, the RC shall regulate its own procedure and business.
- All recommendations and findings of the RC shall be submitted to the Board for approval.
Function and DutyTo recommend to the Board the remuneration packages and other terms of employment of the Executive Directors and Key Senior Management. Such packages are structured to attract, retain and motivate the Executive Directors and Senior Management, and are reflective of their experience and expertise to manage the business of the Group effectively. The remunerations of the Executive Directors and Senior Management are review annually.Any RC member who is an Executive Director shall abstain from deliberating and determining his own remuneration and also those of any persons connected to him during an RC Meeting.The Board as a whole determines the remuneration of the Non-Executive Directors. The Board recommends the Directors’ fees payable to Non-Executive Directors on a yearly basis to the shareholders for approval at the AGM.
Review of the Terms of Reference
The RC shall review and assess the adequacy of this Terms of Reference on a periodic basis determined by the RC or as and when necessary. Any revision or amendments to the Terms of Reference shall be approved by the Board.