iv. Majority Decision All decisions of the RC shall be decided on the votes of the simple majority of those Members present. However, no Executive Director shall participate in the discussion of his own remuneration. Any decision or recommendation made at the RC shall be subject to the review and ultimate approval of WSC’s Board of Directors. v. Casting Vote In the event there be an equality of votes, then the Chairman of the meeting shall have a casting vote. vi. Frequency of Meetings The RC shall meet at least annually or at such other frequency as the Chairman may determine. vii. Notice of Meetings Minimum seven (7) days or such shorter notice as the RC may deem fit depending on the nature and prevailing circumstances at hand. viii. Secretary The Group Company Secretary shall be the Secretary for the RC. In the event the Company Secretary is unable to attend, an assistant or deputy Secretary(s) may be appointed for that specific meeting. ix. Minutes of Meetings The Secretary (which expression shall include the assistant or deputy Secretary appointed under item (viii)) shall table the minutes of each RC Meeting and shall circulate the same for each Members’ record. The Chairman’s confirmation of the Minutes shall be taken as a correct record of the proceedings thereat. The Chairman shall report on the outcome or decision of each meeting to the Board. x. Functions of the RC Without prejudice to the generality of the foregoing, the RC shall:- a. Review, recommend and advise on all forms of directors’ remuneration e.g.: • Basic Salary • Profit-sharing schemes (if any) • Share options • Any other benefits; b. To establish a fair, formal and transparent procedures for developing a policy for Board of Directors and Senior Management’s remuneration and for fixing the remuneration packages of individual Directors and Senior Management; c. To determine the appropriate level of remuneration for Board of Directors and Senior Management based on the Company’s performance in managing material sustainability risks and opportunities; d. To structure the component parts of the Executive Directors’ remuneration so as to link rewards to corporate and individual performance; whereas, in the case of Non-Executive Directors, the level of remuneration should reflect the experience and level of responsibilities undertaken by the particular NonExecutive Director concerned; e. Conduct continued assessment of individual Executive Directors to ensure that remuneration is directly related to performance over time. In this regard, the review of Non-Executive Directors’ fees may take place at a different time of the year from the review of Executive Directors’ salaries; REMUNERATION COMMITTEE Annual Report 2022 Wah Seong Corporation Berhad 59
RkJQdWJsaXNoZXIy NDgzMzc=