Investor Relations

Terms of Reference

Investor Relationse Terms of Reference

1.0 COMPOSITION
1.1
The Audit Committee shall be appointed by the Board from amongst the Non-Executive Directors of the Company and shall consist of not fewer than 3 members of whom:-
a)
majority of the Audit Committee must be Independent Directors;
b)
are financially literate and at least one member of the Audit Committee;
-
must be a member of the Malaysian Institute of Accountants; or
-
if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years' working experience and:
i) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
ii) he must be a member of one of the association of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967 or
-
fulfils such other requirement as prescribed or approved by the Bursa Malaysia Securities Berhad ("Bursa Securities") from time to time.
1.2
No alternate director shall be appointed as a member of the Audit Committee.
1.3
For engagement of a former key audit partner as member of the Committee, there must be a cooling-off period of at least two years before being appointed as a member of the Committee.
1.4
If a member of the Audit Committee resigns, passes away or for any other reason ceases to be a member resulting in the number of Independent Directors comprising less than the majority of the members or the members is reduced to below three (3), the Board of Directors shall, within three (3) months of that event, appoint such number of new members as may be required to comply with the requirement that the Independent Directors constitute a majority or to make up the minimum number of three (3) members as the case may be.
1.5
The Board must via Nominating Committee to review the terms of office and the performance of the Audit Committee and its members annually to determine whether the Audit Committee and members have carried out their duties in accordance with its Terms of Reference.
2.0 CHAIRMAN
2.1
The Chairman of an Audit Committee shall not be the Chairman of the Board. The Chairman of the Audit Committee must be an Independent Director. In the absence of the Chairman elected, the Audit Committee shall be chaired by any of the Independent Directors.
2.2
The Chairman should engage on a continuous basis with Senior Management, such as the Chairman of the Board, Managing Director, Finance Manager, Internal Auditors and External Auditors in order to be kept informed of matters affecting the Company.
3.0 QUORUM AND ATTENDANCE
3.1
In order to constitute a quorum, the majority of members present at an Audit Committee meeting must be Independent Directors. The Chairman of the committee may request that the Managing Director, Executive Director, members of the management, the Internal Auditors and representatives of the External Auditors be present at the meetings of the Committee.
4.0 MEETINGS
4.1
The Committee shall hold meetings on no fewer than four (4) occasions a year, although additional meetings may be called, as and when necessary by the Chairman of the Committee. These meetings will usually be:-
a)
Prior to the announcement of the quarterly results;
b)
Prior to the meeting of the full Board to approve the financial statements for the current year; and
c)
Upon request of any member of the Committee or the External Auditors/Internal Auditors whereby the Chairman of the Committee shall convene a meeting of the Committee to deliberate matters brought up by the External Auditors/Internal Auditors.
4.2
In addition to the above, the Audit Committee shall meet with the External/Internal Auditors without the Executive Board members or members of the management or employees present, whenever deemed necessary.
4.3
By invitation of the Audit Committee, the Group Chief Executive Officer, Managing Director and other appropriate officer(s) may be invited to attend the Audit Committee, where their presence is considered appropriate as determined by the Audit Committee Chairman.
4.4
The Committee meetings shall be governed by the provisions of the Company’s Constitution relating to Board meetings unless otherwise provided for in these Term of Reference. The Audit Committee may establish procedures from time to time to govern its meetings, keeping of minutes and its administration.
4.5
A member of Audit Committee may participate in a meeting of by means of a telephone conference or video conference or any other means of audio-visual communications and the person shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly.
4.6
The notice and agenda for each Audit Committee meeting shall be sent to all members of the Audit Committee and any other persons who may be required to attend the meeting within five (5) business days.
4.7
The Chairman of the Committee shall report to the Board on any matter that should be brought to the Board’s attention and provide recommendations of the Committee that require the Board’s approval at the Board meeting.
4.8
The Chairman shall submit an annual report to the Board, summarising the Committee’s activities during the year and the related significant results and findings thereof, including details of relevant training attended by each Committee member.
4.9
The Audit Committee may deal with matters by way of circular reports and resolutions in lieu of convening a formal meeting. A resolution in writing signed by all members in lieu of convening a formal meeting shall be as valid and effectual as it had been passed at a meeting of the Audit Committee duly convened and held.
5.0 SECRETARY AND MINUTES OF MEETING
5.1
The Company Secretary shall be the secretary to the Audit Committee and shall be present at all meetings to record minutes. Minutes of each meeting shall be prepared and entered into the Minutes Book of the Company provided for the purpose and sent to the Audit Committee members and shall be made available to all Board members. The minutes shall be signed by the Chairman of the Audit Committee.
5.2
The Secretary shall have the following responsibilities:
5.2.1
Draw up meeting agenda in consultation with the Chairman and circulate the agenda together with the relevant papers within a reasonable period prior to each meeting to enable full and proper consideration be given to issues;
5.2.2
Ensure the minutes are circulating to all members of the Audit Committee and make the same available to Board members who are not members of the Audit Committee; and
5.2.3
Ensure that the minutes of the Audit Committee meetings are properly produced and kept at the registered office of the Company. The minutes shall be open for inspection by the Board. Any request by Management or other persons to inspect the minutes shall be subjected to the approval of the Audit Committee for inspection if required.
6.0 AUTHORITY
6.1
The Audit Committee shall, whenever necessary and reasonable for the Company to perform its duties, in accordance with a procedure to be determined by the Board of Directors and at the cost of the Company:-
6.1.1
have the authority to investigation any matter within its terms of reference;
6.1.2
have the resources which are required to perform its duties;
6.1.3
have full and unrestricted access to any information including records, properties and personnel within the Group;
6.1.4
have direct communication channels with the External Auditors and person(s) carrying out the internal audit function or activity (if any);
6.1.5
be able to obtain internal and external independent professional to assist in proper discharge of its roles and responsibilities or other advice, as it deems necessary;
6.1.6
be able to convene meetings with the External/Internal Auditors, excluding the attendance of the Executive Board members or members of the management or employees, at least twice a year and whenever deemed necessary.
6.1.7
promptly report to the Bursa Securities or such other name(s) as may be adopted by Bursa Securities, matters which have not been satisfactorily resolved by the Board of Directors resulting in a breach of the listing requirements; and
6.1.8
have the right to pass resolutions by a simple majority vote from the Audit Committee and that the Chairman shall have the casting vote should a tie arise.
7.0 RESPONSIBILITIES OF THE AUDIT COMMITTEE
7.1
The responsibilities of the Audit Committee are:
7.1.1
to serve as a focal point for communication between non-audit committee directors, the External Auditors, Internal Auditors and the Management;
7.1.2
to assist the Board in fulfilling its fiduciary responsibilities as to accounting policies and reporting practices of the Group and the sufficiency of auditing relative thereto;
7.1.3
to assist the Board in assuring the independence of the Company's External Auditors, the integrity of Management, the adequacy of disclosures to shareholders, and the adequacy of internal controls; and
7.1.4
to assist the Board to ensuring the effective management of risks
8.0 DUTIES AND FUNCTIONS OF THE AUDIT COMMITTEE
8.1
Financial Reporting and Compliance
8.1.1
to review the quarterly results and annual financial statements, prior to the approval by the Board, focusing particularly on:
a) any changes in or implementation of any accounting policies and practices;
b) significant matters highlighted including financial reporting issues, significant judgements made by Management, significant and unusual events or transactions and how these matters are being addressed;
c) going concern assumptions; and
d) compliance with applicable accounting standards and other legal requirements.
8.1.2
to discuss problems and reservations arising from the interim and final audits, and any matters the External/Internal Auditors may wish to discuss (in the absence of Management where necessary);
8.1.3
to review with the External Auditors, their management letter and management's response;
8.2
Evaluate the internal and external audit processes and outcomes
8.2.1
review with the external auditors on their audit plan, their evaluation of the system of internal controls, audit report, problems and reservations arising from the interim and final audits, the management letter and management’s response and the adequacy of assistance given by the Group’s employees.
8.2.2
Review any letter of resignation from the external auditors and report the same to the Board.
8.2.3
Review whether there is any reason that the external auditor is not suitable for reappointment and make the relevant recommendation to the Board.
8.2.4
Recommend the nomination of a person or persons as external auditors, including matters related to audit fees. In considering the appointment or re-appointment of the external auditors; to consider among others:-
a) the adequacy of the experience and resources of the accounting firm;
b) the persons assigned to the audit;
c) the accounting firm’s audit engagements;
d) the size and complexity of the Group being audited; and
e) the number and experience of supervisory and professional staff assigned to the particular audit;
8.2.5
Ensure the proper policies and procedures are established and to assess the suitability and independence of external auditors, including obtaining written assurance from external auditors confirming they are and have been independent throughout the conduct of audit engagement in accordance with the terms of reference of all relevant professional and regulatory requirements.
8.2.6
Ensure the external auditors able to meet the deadlines in providing services and responding to issues in a timely manner as contemplated in the external audit plan.
8.2.7
Ensure the competence, audit quality and resource capacity of the external auditors in relation to the audit.
8.2.8
Consider any concerns raised by external auditors in respect of breach or non-performance of any requirement or rules that may materially affect the financial position of the Company.
8.2.9
Review non-audit services which may be provided by the external auditors (e.g. contract and nature) and the fee for such service. In the event that the non-audit fees paid to the external auditors are significant (e.g. constitute 50% of the total amount of audit fees paid to the external auditors), the Company is required to state the details on to the nature of non-audit services rendered in the Committee Report.
8.2.10
In respect of the Group’s internal audit function (provided by a internal audit service provider), to undertake the following and reports directly to the AC:
i) review the adequacy of the scope, functions, competency and resources of the internal audits functions, and that it has the necessary authority to carry out its work;
ii) review the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and where necessary, ensure that appropriate action is taken on the recommendations of the internal audit function;
iii) review the effectiveness of the Group’s internal audit function and make recommendations necessary for the improvement of the internal audit function;
iv) review any appraisal or assessment of the performance of members (or the audit firm as the case may be) of the internal audit function;
v) to approve any appointment or termination of senior staff members (or the audit firm as the case may be) of the internal audit function; and
vi) to note resignation of internal audit staff members (or the audit firm as the case may be) and provide the resigning staff member (or the audit firm as the case may be) an opportunity to submit his reasons for resigning.
vii) to ensure the internal audit function is independent of the activities it audits and the head of internal audit reports directly to the Audit Committee. The head of internal audit should have the relevant qualifications and be responsible for providing assurance to the Audit Committee that the internal controls are operating effectively. The head of internal audit will be responsible for the regular review and/or appraisal of the effectiveness of the risk management, internal control, and governance processes within the Company.
8.3
To do the following in relation to the risk management:
8.3.1
to review the adequacy of risk management and receive reports from the internal auditors and external auditors on the effectiveness of controls in each major risk area; and
8.3.2
to comment annually on the effectiveness of risk management activity in the Group on the basis of audit received and the annual report from the management.
8.4
Review conflict of interest situations and related party transactions (including recurrent related party transactions)
8.4.1
Review any conflicts of interest and related party transactions including recurrent related party transactions that may arise within the Group, including any transaction, procedure or course of conduct that raises question on Management’s integrity;
8.4.2
Ensure that the Group has adequate procedures and processes in place to monitor and track related party transactions and to review these processes; and
8.4.3
Oversight any conflict of interest or potential conflict of interest situation that may arise.
8.5
Others such as the followings:
8.5.1
Review the Company’s Annual Report including approving the Statement on Risk Management and Internal Control, the Statement on Corporate Governance and other statements related to strategy, financials and performance for inclusion in the Annual Report and recommend to the Board for approval.
8.5.2
To consider the major findings of internal investigation and management's response; and
8.5.3
To consider other topics as defined by the Board.
9.0 REVISION OF THE TERMS OF REFERENCE
9.1
Any revision or amendment to these Terms of Reference, as proposed by the Audit Committee or any third party, shall first to be presented to the Board for its approval.
9.2
Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.
These Term of Reference of AC has been revised and approved by the Board of Directors on 11 July 2018.
1.0 MEMBERSHIP
1.1
The Nomination Committee ("NC") of MEXTER TECHNOLOGY BHD ("the Company") shall consist of not less than three (3) Directors appointed by the Board of Directors ("the Board"), of whom should be exclusively Non-Executive Directors, a majority of whom must be Independent Director.
1.2
No Alternate Director shall be appointed as the Member of the NC unless the Alternate to the NC Member.
1.3
The Chairman shall be elected by members of the NC. In the absence of the NC Chairman, the remaining members present shall elect one of their members to chair the meeting.
1.4
A Secretary shall be nominated by the NC.
1.5
A member who wishes to retire or resign from the NC shall notify MTB Board in writing.
1.6
If a member, for any reason, ceases to be a member, the Board shall appoint a new member so that the number of members does not fall below three (3).
1.7
The office of a member shall become vacant upon the member's resignation/ retirement/removal or disqualification as a Director of the Company or determined by the Board.
2.0 DUTIES, POWERS AND RESPONSIBILITIES
2.1
The NC shall make recommendations to the Board on the appointment of new Executive Directors, Non-Executive Directors and Senior Management, including making recommendations to the composition of the Board generally and the balance between Executive Directors and Non-Executive Directors appointed to the Board. The NC shall keep under review the leadership needs of the organization with a view of ensuring the continued ability to compete effectively in the organization's marketplace.
2.2
Without prejudice to the generality of the foregoing, the NC shall:-
2.2.1
review the structure, size and diversity (including without limitation, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, time commitment and length of service) of the Board and Board Committee as well as Senior Management at least annually; and make recommendations to the Board with regards to any adjustment that are deemed necessary.
2.2.2
consider the election criteria and develop procedures for the sourcing and election of candidates to stand for election by the Company's shareholders ("Shareholders") or to fill casual vacancies of Directors. In identifying suitable candidates, the NC shall consider candidates on merit and against the objective criteria, with due regard for the benefits of diversity on the Board. The nomination and the election process should be disclosed in the Annual Report.
2.2.3
identify and nominate candidates to the Board for it to recommend to Shareholders for election as Directors. Sufficient biographical details of nominated candidates shall be provided to the Board and Shareholders (as the case may be) to enable them to make an informed decision.
2.2.4
the Company should disclose in its annual report how candidates for Non-Executive Director positions were sourced including whether such candidates were recommended by the existing board members, management or major shareholders. In making recommendations, the NC should seek professional advice from independent search firms, if necessary. If the selection of candidates was solely based on recommendations made by the existing board members, management or major shareholders, the NC should explain why other sources were not used.
2.2.5
determine the suitability and eligibility of nomination candidates for the approval of the Board, to fill Board vacancies as and when they arise as well as put in place plans for succession, in particular for the Chairman and Chief Executive as well as Senior Management of Company. If the NC determines that a Director, who has one or more of the relationships that could interfere with his exercise of independent business relationship judgment, is in fact independent, it should disclose in full nature of the Director's relationship and bear responsibility for explaining why he should be considered independent.
2.2.6
shall decide whether or not a Director is able to and has been adequately carrying out his/her duties as a Director, particularly when he/she has multiple board representatives.
2.2.7
assess annually the term of office and performance of the audit committee and each of its members to determine whether such audit committee and members have carried out their duties in accordance with their terms of reference.
2.3
The NC shall undertake an assessment of its Independent Directors annually. The activity shall be disclosed in the Annual Report of the Company and in any notice of a general meeting for the appointment and re-appointment of Independent Directors.
2.4
The NC shall review and assess the training needs of each of the Directors regularly, and disclose details in the Annual Report as appropriate.
2.5
The NC shall have due regard to the principles of governance and code of best practice and shall liaise with the Board in relation to the preparation of the NC's report to shareholders (in the annual report) as required.
2.6
The NC shall develop, maintain and review the criteria to be used in the recruitment process and annual assessment of Directors and decide how the performance of the Board as a whole and Members of the Board may be evaluated and propose objective performance criteria, key areas for improvement and the requisite follow-up actions. The criteria for assessment of Directors shall include attendance record, intensity of participation at meetings, quality of interventions and special contributions.
2.7
The NC shall do any such things to enable the NC to discharge its powers and functions conferred on it by the Board;
2.8
The NC conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the Company's Constitution or imposed by legislation;
2.9
The NC shall from time to time review the Terms of Reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval;
2.10
Recommend to the Board, Directors to fill seats on Board Committees;
2.11
Consider the size of the Board with a view to determine the impact of the number upon the Board’s effectiveness and recommend it to the Board;
2.12
The Chairman of NC shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities as well as on any matter that should be bought to the Board’s attention and provide recommendation of the NC that require the Board’s approval at the Board meeting; and
2.13
Facilitate Board induction programme for newly appointed Directors.
3.0 MEETINGS AND PROCEEDINGS
3.1
The meetings of the NC may be conducted by means of telephone conferencing or other methods of simultaneous communication by electronic or telegraphic means and the minutes of such a meeting signed by the Chairman shall be conclusive of any meeting conducted as foresaid.
3.2
A resolution in writing signed or approved by letter, telex or facsimile by a majority of members (of whom at least one must be an Independent Director) shall be effective for all purposes as if it were a resolution passed at a meeting of the NC duly convened, held and constituted. Any such resolution may consist of a single document or several documents all in like form each signed by one or more members.
3.3
Meetings of the NC will be held as the NC deems to be appropriate; however, the NC should meet at least once each year. Meetings should be organized so that attendance is maximized. A meeting may be called, at any other time, by the Chairman of the NC or any member of the NC. Any Director or management may be invited to the meetings.
3.4
The notice of each meeting of the NC, confirming the venue, time and date and enclosing an agenda of items to be discussed, shall other than under exceptional circumstances, be forwarded to each member of the NC made available in advance (at least 5 business days before the meeting date).
3.5
The quorum for decisions of the NC shall be any two members, including at least one Independent Director, present and voting on the matter for decision.
3.6
Each member present shall have one vote. All resolutions passed in the meeting shall be by majority votes. If the votes for and against a resolution are equal, the Chairman of the meeting shall have a casting vote.
3.7
The Chairman (or in his absence, an alternate to the member of the NC) of the NC shall attend the Annual General Meeting and be prepared to answer questions concerning the appointment of executive and Non-Executive Directors and maintain contact as required with the Company's principal shareholders about the appointment of executive and Non-Executive Directors in the same way as for other matters.
3.8
Minutes of meetings shall be taken by the NC Secretary. Minutes of all meetings shall be confirmed by the Chairman of the meeting and circulated to all the members of the NC.
3.9
If the Chairman of the NC so decides the minutes shall, be circulated to other members of the Board, any Director may, provided that there is no conflict of interest and with the agreement of the Chairman, obtain copies of the NC's minutes.
4.0 GENERAL
4.1
The NC must have written Terms of Reference which deal with its authority and duties and such information must be made available on the Company’s website.
4.2
The NC in carrying out its tasks under these terms of reference may obtain such external or other independent professional advice as it considers necessary to carry out its duties.
4.3
The Board will ensure that the NC will have access to professional advice both internally and externally at the Company's expense in order for it to perform its duties.
4.4
These terms of reference may from time to time be amended as required, subject to the approval from the Board.
4.5
Any revision or amendment to these Terms of Reference as proposed by the NC or any third party, shall first be presented to the Board for its approval
These Terms of Reference of NC has been revised and approved by the Board of Directors on 11 July 2018.
1.0 MEMBERSHIP
1.1
The Membership and the Chairman of the Remuneration Committee ("RC") of LYC Healthcare Berhad ("the Company") shall be appointed by the Board of Directors of the Company ("Board") and shall comprise of not fewer than there (3) members whom shall be appointed from among the Board.
1.2
The Chairman of the RC shall be Independent Director which appointed by the Board.
1.3
All of the members of the RC should only consisting of Non-Executive Directors and majority of whom must be Independent Directors free from any business or relationship that in the opinion of the Board would materially interfere with the exercise of his/her independent judgement as a member of the RC, and at least one member who shall be independent and knowledgeable in executive compensation, failing which expert advice may be obtained internally or externally.
1.4
No Alternate Director shall be appointed as the Member of the RC unless the Alternate to the RC Member.
1.5
The Chairman shall be elected by members of the RC. In the absence of the RC Chairman, the remaining members present shall elect one of their members to chair the meeting.
1.6
A Secretary shall be nominated by the RC.
1.7
A member who wishes to retire or resign from the RC shall notify MTB Board in writing.
1.8
If a member, for any reason, ceases to be a member, the Board of the Company shall appoint a new member so that the number of members does not fall below three (3).
1.9
The office of a member shall become vacant upon the member's resignation/ retirement/removal or disqualification as a Director of the Company.
2.0 POWERS AND AUTHORITY
2.1
The Board authorises the RC, within the scope of its duties and responsibilities set out in this TOR to:
2.1.1
perform the activities required to discharge its responsibilities and make the relevant recommendations to the Board;
2.1.2
have full and unrestricted access to information, records, properties and personnel within the Group;
2.1.3
obtain relevant internal and external independent professional to assist in the proper discharge of its roles and responsibilities; advice, as it deems necessary; and
2.1.4
have access to the information pertaining to the Company.
3.0 DUTIES AND RESPONSIBILITIES
3.1
The duties of the RC shall be (on an annual basis):
3.1.1
review and recommend to the Board in consultation with Management and the Chairman of the Board, a framework of remuneration with the following parameters:
a)
who the policy will relate to i.e. Directors and Senior Management of Mexter Group;
b)
review and assess on how best to measure the performance of the Directors and Senior Management;
c)
review and assess on the procedure of payout and how it will be linked to performance of individual and company;
d)
assist the Board in developing and administrating a fair and transparent procedure for setting policy on remuneration of Directors and Senior Management. Remuneration packages are determined on the basis of the Directors’ and Senior Management’s merit, qualification and competence, having regard to the company’s operating results, individual performance and comparable market information;
e)
review the level of remuneration as it should be aligned with the business strategy and long-term objectives of the Company and to complexity of the Company’s activities, reflect the experience and level of responsibilities undertaken by the Executive Directors, Non-Executive Directors and Senior Management;
f)
review and determine the specific remuneration packages and terms of employment for each of the Executive Directors, Non-Executive Directors, Senior Management and Senior Executives/Divisional Directors those reporting directly to the Chairman and the Group Managing Director/CEO of the Group including those employees related to the Executive Directors and controlling shareholders of the Group, where the individuals concerned shall abstain from discussion of their own remuneration; and
g)
to consider all other related matters as may be requested by the Board from time to time;
h)
recommend to the Board in consultation with Management and the Chairman of the Board, any long term incentive schemes which may be set up from time to time and to do all acts necessary in connection herewith.3.1.2 carry out its duties in the manner that it deemed expedient, subject always to any regulations or restrictions that may be imposed upon the RC by the Board from time to time.
3.1.2
carry out its duties in the manner that it deemed expedient, subject always to any regulations or restrictions that may imposed upon the RC by the Board from time to time.
3.2
As part of its review, the RC shall ensure that:
3.2.1
all aspects of remuneration including Director's fees, salaries, allowances, bonuses, options and benefits-in-kind should be covered, and observe any major changes in employee benefit structures throughout the Group.
3.2.2
the remuneration packages should be comparable within the industry and comparable companies and shall include a performance-related element coupled with appropriate and meaningful measures of assessing individual Executive Directors', Senior Management and Senior Executives/Divisional Directors' performances.
3.2.3
the remuneration package of employees related to Executive Directors and controlling shareholders of the Group are in line with the Group's staff remuneration guidelines and commensurate with their respective job scopes and levels of responsibilities.
3.2.4
to determine the policy for and scope of service agreements for the executive management team, termination payments and compensation commitments, including fixing appointment period for the Directors.
3.2.5
to ensure the level of remuneration for Non-Executive Directors and Independent Directors are linked to their level of responsibilities undertaken and contribution to the effective functioning of the Board.
3.3
Disclosure of Remuneration of Directors, Group CEO and Senior Management
3.3.1
to formulate policies, procedures, guidelines and set criteria for remuneration packages for the Executive Directors, Non-Executive Directors and Senior Management, which should be disclosed in the Annual Report where necessary;
3.3.2
the remuneration of individual directors shall be disclosed on a named basis in the Annual Report and each member of senior management shall be disclosed in aggregate bands; and
3.3.3
the chairman of the Committee or in his absence, another member of the Committee shall attend the Annual General Meeting of the Company and be prepared to respond to questions at the meeting on the Committee’s work and responsibilities.
3.4
Review and recommend to the Board of Directors and thereafter the shareholders at the Annual General Meeting, the fees of the directors and any benefits payable to the directors including any compensation for loss of employment of a director or former director of the Mexter Group.
Directors who are shareholders should abstain from voting at general meetings to approve their fees.
4.0 ADMINISTRATION
4.1
Meetings
4.1.1
The meetings of the RC may be conducted by means of telephone conferencing or other methods of simultaneous communication by electronic or telegraphic means and the minutes of such a meeting signed by the Chairman shall be conclusive of any meeting conducted as aforesaid.
4.1.2
A resolution in writing signed or approved by letter, telex or facsimile by a majority of members (of whom must be Non-Executive Directors and at least one must be an Independent Director) shall be effective for all purposes as if it were a resolution passed at a meeting of the Committee duly convened, held and constituted. Any such resolution may consist of a single document or several documents all in like form each signed by one or more members.
4.1.3
The meetings shall be held at least once a year. Additional meetings may also be held by the RC to discuss other issues, which the RC considers necessary. The Committee meetings shall be governed by the provisions of the Company’s Articles of Association/ Constitution relating to Board meetings unless otherwise provided for in this Terms of Reference. The Committee may establish procedures from time to time to govern its meetings, keeping of minutes and its administration.
4.1.4
The RC shall have full discretion with regard to the calling of the meetings and the proceedings thereat and may invite any Director or management to its meetings.
4.1.5
The RC shall appoint a secretary who shall attend all meetings and minute the proceedings and resolutions of all committee meetings, including the names of those present and in attendance. The minutes shall be confirmed by the Chairman of the meeting and circulated to all members of the RC.
4.1.6
The quorum necessary for the transaction of business shall be two of whom must be majority of Non-Executive Directors and at least one must be an Independent Director. A duly convened meeting of the committee at which a quorum is present shall be competent to exercise all or any of the authorities, power and discretion vested or exercisable by the Committee.
4.1.7
A member of the Committee shall excuse himself/herself from the meeting during discussions or deliberations of any matter which gives rise to an actual or perceived conflict of interest situation for him. Where this causes a lack of quorum, the Committee shall appoint another candidate(s) who meets the membership criteria.
4.1.8
The Chairman of the Committee shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities as well as on any other matter that should be brought to the Board’s attention and provide recommendations of the Committee that require the Board’s approval at the Board meeting.
4.2
Notice
The notice of each meeting of the RC, confirming the venue, time and date and enclosing an agenda of items to be discussed, shall other than under exceptional circumstances, be forwarded to each member of the RC not fewer than five (5) business days prior to the date of the meeting.
4.3
Voting
Each member present shall have one vote. All resolutions passed in the meeting shall be by majority votes. If the votes for and against a resolution are equal, the Chairman of the meeting shall have a casting vote.
5.0 SECRETARY OF THE COMMITTEE
5.1
The Secretary shall have the following responsibilities:
5.1.1
ensure all meetings are arranged and held accordingly;
5.1.2
draw up meeting agenda in consultation with the Chairman and Group Managing Director circulate the agenda together with the relevant papers within five (5) business days prior to each meeting to enable full and proper consideration be given to issues;
5.1.3
prepare the minutes of the RC meetings and record the conclusions of the RC in discharging its duties and responsibilities;
5.1.4
ensure the minutes are circulating to all members of the RC and make the same available to Board members who are not members of the RC; and
5.1.5
ensure that the minutes of the RC meetings are properly produced and kept at the registered office of the Company. The minutes shall be open for inspection by the Board. Any request by Management or other persons to inspect the minutes shall be subjected to the approval of the RC for inspection if required.
6.0 GENERAL
6.1
The RC in carrying out its tasks under these terms of reference may obtain such external or other independent professional advice as it considers necessary to carry out its duties.
6.2
The Board will ensure that the RC has access to professional advice both internally and externally at the Company's expense in order for it to perform its duties.
6.3
These Terms of Reference may from time to time be amended as required, subject to the approval of the Board
7.0 REVISION OF THE TERMS OF REFERENCE
7.1
Any revision or amendment to this Terms of Reference, as proposed by the RC or any third party, shall first to be presented to the Board for its approval.
7.2
Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.
These Term of Reference of RC has been revised and approved by the Board of Directors on 11 July 2018.