1. Membership

    1. The membership of the Remuneration Committee (“the Committee”) shall comprise wholly of Non-Executive Directors and a majority of them must be Independent Directors, shall be appointed by the Board.
    2. The Committee shall comprise no fewer than three (3) members.
    3. The appointment of a Committee member shall automatically be terminated if the member ceases for any cause to be a director, or as determined by the Board of Directors.
    4. The members of the Committee shall elect a Chairman from among themselves who shall be a Non-Executive Director. In the absence of the Chairman of the Committee, the members present shall elect one of their members, who shall be an Independent Non-Executive Director to chair the meeting.
    5. In the event of any vacancy in the Committee resulting in the number of members being reduced to below three (3), the Board shall, within three (3) months fill the vacancy.
  2. Meetings

    1. Frequency
      The Committee shall meet at least once a year. However, additional meetings may be called at any time at the Committee Chairman’s discretion.
    2. Quorum
      Two (2) members of the Committee, of whom one must be an Independent Director shall be a quorum.
    3. Secretary
      The Company Secretary shall be the Secretary of the Committee or in his absence, another person authorised by the Chairman of the Committee.
    4. Attendance
      Other Directors, key executives and employees may attend any particular meeting only at the Committee’s invitation.
    5. Reporting Procedure
      1. The minutes of meetings of the Committee shall be circulated to all members of the Board.
      2. The Committee, through its Chairman, shall report to the Board at the next Board meeting after each Committee meeting.
    6. Meeting Procedure
      The Committee shall regulate its own procedure, in particular:-

      • the calling of meetings;
      • the notice to be given of such meetings;
      • the voting and proceedings of such meetings;
      • the keeping of minutes; and
      • the custody, production and inspection of such minutes.

      The notice of each meeting confirming the date, time, venue and agenda of items to be discussed, shall other than under exceptional circumstances, be forwarded to each member of the Committee at least 5 business days in advance of each scheduled meeting date. Supporting papers shall be sent to committee members and to other attendees as appropriate, at the same time.

  3. Advisers

    The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group as and when it considers this necessary after having obtained approval from the Chairman of the Board.

  4. Duties

    1. The duties of the Committee shall be to recommend to the Board as follows:-
      • to establish and recommend the remuneration structure and policy for managing director, executive directors and senior management, with the aim to attract, retain and motivate high calibre individuals required by the Board on long term basis and so structured as to align their interests with those of the Company and its shareholders and to review changes to the policy, as necessary;
      • to review and recommend the individual remuneration package for each of the managing director, executive directors and senior management, taking into account the market rates, the complexity of the Company’s business so as to link rewards to the Group and individual’s responsibilities and performance, drawing from external advice as necessary. The executive directors should play no part in the decisions of their own remuneration;
      • to review and recommend to the Board the remuneration packages for Non-Executive Directors, taking due account of their experience and degree of responsibilities undertaken. The individuals concerned should abstain from discussion of their own remuneration. The Directors who are shareholders should abstain from voting at General Meetings to approve their fees;
      • to review indemnity and liability insurance policies for the directors and officers of the Company;
      • to oversee the qualitative and quantitative disclosure of remuneration made in the Annual Report and notice of general meeting; and
      • to deliver explanation to shareholders during general meetings on matters related to directors and senior management remuneration, in addition to the overall remuneration framework of the Company.
    2. To carry out such other functions as may be agreed to by the Committee and the Board of Directors.
    3. These Terms of Reference should be reviewed annually and be amended as required, subject to the approval of the Board.
  5. WHISTLE BLOWING POLICY

    OBJECTIVE

    IDEALUBIB and its subsidiaries are committed to the values of transparency, impartiality, integrity and accountability in the conduct of its business dealings and affairs. The Company expects wrongdoings such as fraud, corruption, serious financial impropriety and mismanagement to be reported and facilitates this through internal mechanisms.

    This Policy is to provide an avenue for employees and stakeholders of IDEALUBIB to raise concerns and disclose any improper conduct in accordance with the procedures provided for under this policy and to provide protection for those who report such allegations.

    SCOPE

    This Policy is to facilitate employees and stakeholders to disclose any improper conduct (misconduct or criminal offence) through internal channel. Such misconduct or criminal offences include the following:

    • Fraud
    • Bribery
    • Abuse of Power
    • Conflict of Interest
    • Sexual Harassment
    • Theft or Embezzlement
    • Misuse of Company’s Property
    • Non-Compliance with Procedure

     

    The above list is not exhaustive and includes any act or omissions, which if proven, will constitute an act of misconduct under the IDEALUBIB’s Code of Conduct or any criminal offence under relevant legislations in force. This Policy is for the employees and stakeholders to raise the matters in an independent and unbiased manner. Sufficient information is to be provided for the management to take appropriate steps.

    CONFIDENTIALITY

    All whistle blowing reports are treated as confidential and not to reveal the whistleblower’s identity. However, such consultation will not take place in the event the disclosure of identity is required by law. The whistleblower is to be given an assurance that his/her identity will only be known to a few top management on a need to know bases and the outcome of the investigation will be fed back to the whistleblower. This is to encourage and give confidence to the whistleblower that the complaint will be investigated. All whistle blowing reports have to be made in good faith with reasonable belief that the information and allegation is true and not frivolous/malicious and not for personal gain, otherwise, disciplinary action may be taken against the whistleblower.

    PROTECTION TO WHISTLEBLOWER

    A whistleblower will be accorded with protection of confidentiality of identity, to the extent reasonably practicable. Whistleblower will also be protected against any adverse and detrimental actions for disclosing any improper conduct committed or about to be committed, provided that the disclosure is made in good faith. Such protection is accorded even if the investigation later reveals that the whistleblower is mistaken as to the facts and the rules and procedures involved.

    Any anonymous disclosure will not be entertained. However, the Company reserves its right to investigate into any anonymous disclosure.

    ADMINISTRATION AND REVIEW

    This Policy is administered by the Group’s Top Management and overseen by the Audit Committee. The Policy may be reviewed and amended, from time to time, as and when necessary to ensure its relevance and effectiveness in keeping with the Group’s changing business environment, administrative or operational need as well as changes in legislations.