Pursuant to a resolution passed by the board of directors of the Company on 15 January 2007, the Remuneration Committee of the Company was established on the even date. The terms of reference for the Remuneration Committee were adopted on 15 January 2007 and amended by the Board on 23 March 2012 and 29 December 2022.
REMUNERATION COMMITTEE
TERMS OF REFERENCE
Constitution
1. The board of directors of the Company (the “Board”) resolves to establish a committee to be known as the Remuneration Committee.
Membership
2. The Remuneration Committee shall be appointed by the Board. A majority of the members of the Remuneration Committee must be independent non-executive directors of the Company. A quorum shall be two members. The chairman of the Remuneration Committee shall be appointed by the Board and must be an independent non-executive director.
Authority
3. The Remuneration Committee should consult the chairman and/or chief executive director about their proposals relating to the remuneration of other executive directors and have access to independent professional advice if it considers necessary.
Duties
4. The duties of the Remuneration Committee shall have the following specific duties﹕
(a) to make recommendations to the Board on the Company’s policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;
Note: For the purpose of this clause a, “senior management” should refer to the same category of persons as referred to in the Company’s annual report and is required to be disclosed under paragraph 12 of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).
(b) to have the delegated responsibility to determine the specific remuneration packages of all executive directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board of the remuneration of non-executive directors. The Remuneration Committee should consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the directors, employment conditions elsewhere in the group;
(c) to review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company;
(d) to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate;
(e) to ensure that no director or any of his associates is involved in deciding his own remuneration;
Note: The Remuneration Committee shall advise shareholders on how to vote with respect to any service contracts of directors that require shareholders’ approval under rule 13.68 of the Listing Rules.
(f) to review and/or approve matters relating to share schemes under Chapter 17 of the Listing Rules;
(g) to perform an advisory role to the Board with the Board retaining the final authority to approve executive directors’ and senior management’s remuneration; and
(h) to consider and implement other matters, as defined or assigned by the Board or otherwise required by the Listing Rules from time to time.
Note :
in the event of any inconsistency, the English language text of these terms of reference shall prevail over the Chinese language text.