3. TERMS OF REFERENCE i. Composition The NRC shall be chaired by an independent Director and its members shall comprise exclusively of Non-Executive Directors, a majority of whom are independent. The Chairman of the Board does not serve on the NRC to ensure check and balance as well as objective review by the Board. The Chairman of the Board shall not participate by way of invitation in the NRC meetings. ii. Quorum of Meetings A minimum of two (2) NRC Members present physically or virtually shall constitute the quorum. Any other person(s) may be invited by the NRC and/or the NRC Chairman from time to time to attend the NRC meeting. iii. NRC Members The existing NRC Members are as disclosed above. iv. Majority Decision All decisions of the NRC shall be decided on the votes of the simple majority of those Members present physically or virtually. Any decision or recommendation made by the NRC shall be subject to the review and ultimate approval of the Company’s Board of Directors. The Director(s) concerned should abstain from discussion on their own remuneration and/or nomination. 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 NRC 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 NRC may deem fit depending on the nature and prevailing circumstances at hand. viii. Secretary The Group Company Secretary shall be the Secretary for the NRC. In the event that the Group 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 NRC Meeting and shall circulate the same for each Member’s record. The Chairman’s confirmation of the Minutes shall be taken as a correct record of the proceedings thereat. The Chairman of the NRC shall report on the outcome and decision of each meeting to the Board. Nomination and Remuneration Committee Integrated Annual Report 2023 110
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