CORPORATE RULES AND REGULATIONS MANUAL
The Remuneration Committee (the "Committee or RC") of Evergreen Fibreboard Berhad (the "Company or EFB") was formed by the Board on 24th May 2005. The main objective of the Committee is to recommend to the Board the remuneration of Executive Directors and Non-Executive Directors of the Company.
The membership of the Committee shall comprise wholly or mainly of Non-Executive Directors and number of at least two (2) in totals. The Chairman of the Committee shall be Non-Executive Director appointed by the Board. Alternate Chairman shall be nominated at a meeting should the Committee Chairman not be present and he/she shall perform the same role, duty and responsibility as the Chairman appointed by the Board.
The Committee shall meet at least once (1) a year. More meetings may be conducted if the need arises.
There should be at least two or half of the committee members present in person or whichever is higher.
The Secretary of the Company or his/her nominee shall be secretary (the "Secretary") of the Committee.
The CEO may be invited to attend meetings to discuss the performance of other Executive Director and make proposals as necessary. Executive Directors should play no part in decisions on their own remuneration.
The Committee may appoint external consultants, if deemed expedient, to aid the Committee in the discharge of its duties.
The Committee's authority shall include access to resources and information as deemed appropriate to discharge their responsibilities to the company including obtaining independent professional advice at the company's expense.
The Committee has been authorized by the Board to seek appropriate professional advice inside and outside the Group as and when it considers this necessary in the discharge of its responsibilities.
The duties of the Committee shall be to consider and recommend to the Board remuneration structure for the purposes of determining the compensation and benefits packages of Directors.
The Remuneration Structure of EFB Directors is based on the philosophy of giving higher weightage on individual performance. Therefore the performance of all Executive Directors is measured by each Director's contribution and commitment to both the Board as well as the Group.
In the case of Non-Executive Directors, the level of remuneration reflects the contribution and level of responsibilities undertaken by the particular Non-Executive Director.
The Remuneration Committee reviews and asses the appropriate remuneration of each Director based on the criteria set and recommends to the Board who ultimately decides on the remuneration of each Director including Non-Executive Chairman.
Directors' fees are endorsed by the Board for approval by shareholders in Annual General Meeting of the Company.
Individual Directors are not permitted to participate in discussion and decision of their own remuneration.
The Committee Chairman shall report to the board on its proceedings after each committee meeting. The committee shall make recommendations to the board as appropriate on any area within its responsibility or as delegated by the board, where action or improvement is needed.
Meeting shall be coordinated by the secretary of the committee at the request of the committee chairman based on planned calendar dates. Notice of each meeting confirming the venue, time and date, together with an agenda of items and it's supporting papers to be discussed, shall be forwarded to each member of the committee, no later than (5) five working days before the date of the meeting.
The Committee Chairman shall attend the annual general meeting including any extraordinary general meetings to answer any shareholders' questions on the committee's activities, in particular on areas pertaining to proposed resolutions on director's fee for shareholders to consider.
The Secretary of the Committee shall minute the proceedings and resolutions, including the names of all attendees. Draft minutes of committee meetings shall be circulated promptly to all members of the committee. Once approved, minutes shall be circulated to all other members of the board, unless a conflict of interest exists.
This Terms of Reference was first adopted by the Board on 24th May 2005 and has been last reviewed on 01 October 2014 and approved by the Board. It is made available for reference on the Company's website at www.evergreengroup.com.my.