f. To monitor and assess the suitability of such proposed performance related formula (e.g. whether the formula is based on individual performance, company profit performance, earnings per share, etc.) and to see that awards under the Company’s share option schemes are consistent with the Company’s overall performance and provide an additional incentive to Management; g. To provide an objective and independent assessment of the benefits granted to Executive Directors; h. To ensure that there are adequate pension arrangements for the Executive Directors; i. To consider, the extent of the details of the Board of Directors and Key Senior Management’s remuneration to be reported in the Company’s Annual Report in compliance with the Malaysian Code on Corporate Governance 2021 and the Listing Requirements of Bursa Malaysia; j. Introduce any regulation which would enable the smooth administration and effective discharge of the RC’s duties and responsibilities; k. To furnish a report to the Board of any findings of the RC; l. Engage or appoint such other competent and professional advisers/consultants as may be deemed fit to assist the RC in the smooth discharge of its duties herein; m. To review the Remuneration Policy/Framework for the Board of Directors and Senior Management of the Group in order to attract and retain key personnel of requisite quality that increase productivity and profitability in the long run. The Remuneration Policy is available on the Company’s website at www.wahseong.com; n. The Remuneration Policy and Procedures determines the remuneration of Directors and Senior Management which takes into account the demands, complexity and performance of the Company as well as the skills and experience required and which properly reflect the different roles and responsibilities of the Executive Directors, Non-Executive Directors and Senior Management accordingly; o. To review and determine the appropriate remuneration package for the Board of Directors and Key Senior Management of the Group as follows:- - Head Office – Group Chief Executive Officer, Deputy Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Group Company Secretary; p. To review the salary increment or adjustment in the event of promotion or re-designation of Key Senior Management of the Group, where necessary; q. To review the annual increment and bonus payment for Key Senior Management of the Group basing on the performance of the Group and performance of the individuals, where necessary; r. To establish schemes, options and remuneration and compensation plans for the Board of Directors and Key Senior Management of the Group, where appropriate; and s. Generally, to decide and implement such other matters as may be delegated by Board of Directors from time to time. xi. Variation The above Terms of Reference may be determined and/or varied by the Board of Directors at any time and from time to time. The Terms of Reference of RC was last reviewed by the Board of Directors on 23 February 2023 and is available on the Company’s website at www.wahseong.com. REMUNERATION COMMITTEE Wah Seong Corporation Berhad Annual Report 2022 60
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