Term of Reference of Remuneration Committee

The Board of Directors of MNRB Holdings Berhad has established a Remuneration Committee drawn from amongst its members. The Terms of Reference of the Remuneration Committee are as follows:-

  1. Objectives

    The role of the Remuneration Committee (“RC”) is to support and advise the Board in relation to the matters set out in these Terms of Reference.


  2. Composition of RC
    1. The members of the RC shall be appointed by the Board comprising at least three (3) non-executive directors, a majority of whom must be independent.

    2. The Chairman of the RC shall be an Independent Non-Executive Director appointed by the Board amongst the members of the RC. In the absence of the Chairman, the remaining members present shall elect one of themselves to chair the meeting who would qualify under these Terms of Reference to be appointed by the Board.

    3. Only members of the RC have the right to attend the RC meeting. However, other individuals such as the President & GCEO, Head, HCM and external advisers may be invited to attend all or part of the meeting as and when appropriate and necessary.
  3. Authority
    1. The Board has established the RC with the authorities necessary to perform the duties set out in this Terms of Reference.

    2. The RC, within the scope of its assigned duties, is authorized to seek any information it requires from any employees in order to perform its duties.

    3. The RC is also authorized by the Board to obtain, at the Company’s expense, external legal or other professional advice on any matters within its Terms of Reference.

    4. The RC shall have access to sufficient resources to carry out its duties, including access to the company’s secretarial department for assistance as required.
  4. RC’s Duties and Responsibilities

    The duties and responsibilities of the RC are as follows:-

    1. to review and recommend to the Board the remuneration of the President & GCEO and the Board Appointees, taking into account the performance of the individual and in doing so, to ensure the levels of remuneration be sufficiently attractive and be able to attract and retain the President & GCEO and the Board Appointees with the appropriate calibre, experience and quality needed to run the Company successfully.

    2. to review and recommend to the Board the remuneration of Non-Executive Directors and the members of the Group Shariah Committee (GSC).

    3. to review and recommend to the Board the targets and the structure of the rewards for the President & GCEO and the Board Appointees and to assess their performance against these targets.

    4. to review and recommend to the Board any changes to the Scheme of Service for Executives and Collective Agreement for Non-Executives.

    5. to approve the disclosure of directors’ remuneration in the Company’s annual report.

    6. to consider and examine such other matters referred by the Board to the RC.
  5. Secretary

    The Secretary to the RC shall be the Company Secretary of the Company.


  6. Meetings
    1. The RC may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, at least twice a year or more frequently as deemed necessary. The Chairman may call for additional meetings at any time at the Chairman’s discretion.

    2. The Secretary shall on the requisition of the members of the RC and concurrence by the Chairman summon a meeting of the RC except in the case of an emergency, reasonable notice of every RC meeting shall be given in writing.

    3. The Chairman of the RC shall report to the Board on any matter that should be brought to the Board’s attention and provide recommendations of the RC that require the Board’s approval at the Board meeting.

    4. A resolution in writing, signed by a majority of the RC members present in Malaysia for the time being entitled to receive notice of a meeting of the RC, shall be valid and effectual as if it had been passed at a meeting of the RC duly convened and held.
  7. Quorum

    The quorum for the RC’s meetings shall consist of at least two (2) members provided always that the person chairing the RC meeting shall be an INED.


  8. Amendment, Variation or Modification

    The Terms of Reference of the RC shall be reviewed on annual basis and may be amended, varied or modified in writing as and when necessary subject to the Board’s approval.

    Dated: 23 August 2017