Remuneration Committee
 

Terms of Reference


COMPOSITION

The members of the Remuneration Committee (RC) shall be appointed by the Board from among their number and shall be composed of not fewer than three (3) in number.

The majority of the members of the Committee shall be independent non-executive Directors.

The members of the Committee shall elect a Chairman from among their number who is not an Executive Director of the Company.


FUNCTIONS



MEETINGS

The RC shall meet at least once a year or as and when required and report to the Board after each meeting.

The RC Meetings shall be chaired by the Chairman of the RC. In the absence of the Chairman of the RC, the members present shall elect from among themselves, a chairman for the Meeting. The Chairman also has the discretion to call for additional meetings at any time. The quorum for each meeting shall be two (2) members. All recommendations and findings of the RC shall be submitted to the Board of Directors for approval. In the absence of a meeting, any issues shall be resolved through circular resolution.


REVIEW OF THE TERMS OF REFERENCE

The Board will review this Terms of Reference from time to time and make any necessary amendments to ensure that it remains consistent with the Boardís objectives, current law and practices.

The RC Meetings shall be chaired by the Chairman of the RC. In the absence of the Chairman of the RC, the members present shall elect from among themselves, a chairman for the Meeting. The Chairman also has the discretion to call for additional meetings at any time. The quorum for each meeting shall be two (2) members. All recommendations and findings of the RC shall be submitted to the Board of Directors for approval. In the absence of a meeting, any issues shall be resolved through circular resolution.

This Terms of Reference was reviewed and approved by the board on 4 October 2018.