(Approved by the Board on 8 March 2005 and last reviewed on14 March 2012)
Reference to "the Committee" shall mean the Remuneration Committee of Tongda
Group Holdings Limited.
Reference to "the Board" shall mean the board of directors (the "Director") of
Tongda Group Holdings Limited.
Reference to "the Company" shall mean Tongda Group Holdings Limited and reference to "the Group" shall mean the company and its subsidiary undertakings.
1. MEMBERSHIP
1.1 The members of the Committee shall be appointed by the
Board, where appropriate, in consultation with the chairman
of the Committee (the "Committee Chairman"). The Committee
shall be made up of at least three members.
1.2 The majority of members of the Committee shall be
independent non-executive directors ("INEDs"). The Chairman
of the Board (unless he is an INED) shall not be a member of
the Committee.
1.3 Chairman of the Committee shall be appointed by the Board
and shall be an INED. In the absence of the Committee
Chairman and/or an appointed deputy, the remaining members
present shall elect one of their members to chair the
meeting.
1.4 The Board may, from time to time, at their discretion,
amend the terms of reference or adopt new terms of reference
or change the composition of the members of the Committee.
2.1 The company secretary (the "Company Secretary") of the Company shall be the secretary of the Committee. In the absence of the Company Secretary, his/her delegate(s) or any person elected by he members present at the meeting of the Committee, shall attend the meeting and take minutes.
3. MEETINGS AND PROCEEDINGS
3.1 Unless otherwise stated herein, meetings and proceedings
of the Committee shall be governed by the provisions
contained in the Company's Article of Association (as amended
from time to time) for regulating the meeting and proceeds of
Directors.
3.2 The Committee shall meet at least once a year and
otherwise as required by the works of the Committee.
3.3 Only members of the Committee have the right to attend
Committee meetings. Other individuals such as the Chairman of
the Board, the Chief Executive Officer and Head of Human
Resources, may be invited to attend all or part of any
meeting as and when appropriate.
3.4 The quorum of a Committee meeting shall be any two
members who shall be
INEDs.
3.5 Meeting could be held in person, by telephone or by video
conference. Members of the Committee may participate in a
meeting by means of which all persons participating in the
meeting are capable of hearing each other.
3.6 Without prejudice to any requirement under the Rules (the
"Listing Rules") Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, a resolution in writing
signed by all the members of the Committee shall be as valid
and effectual as if it had been passed at a meeting of the
Committee duly convened and held.
4.1 A meeting of the Committee may be convened by any of its
members or by the Company Secretary.
4.2 Unless otherwise agreed by all the members of the
Committee, notice of at least 14 days shall be given for a
regular meeting of the Committee. For all other meetings of
the Committee, reasonable notice shall be given.
4.3 Agenda and accompanying supporting papers shall be sent
to all members of the Committee and to other attendees as
appropriate at least 3 days before the date of the meeting
(or such other period as the members may agree).
5.1 Proper minutes of Committee meetings shall be kept by the
Company Secretary and shall be open for inspection by any
Director at any reasonable time on reasonable notice by the
Director.
5.2 Minutes of Committee meetings shall record in sufficient
detail the matters considered by the Committee and decision
reached, including any concerns raised by the Committee
members or dissenting views.
5.3 Draft and final versions of minutes shall be circulated
to all Committee members for their comment and records,
within a reasonable time after the meeting is held.
6.1 The Chairman of the Committee shall endeavor to attend
the Annual General Meetings of the Company and be prepared to
respond to any shareholder questions on the Committee's
work and responsibilities.
6.2 If the Chairman of the Committee is unable to attend an
Annual General Meeting of the Company, he shall arrange for
another member of the Committee, or failing this, his duly
appointed delegate, to attend in his place. Such person shall
be prepared to respond to any shareholder questions on the
Committee's work and responsibilities.
The responsibilities of the Committee shall include such
responsibilities set out in the relevant code provisions of
the Corporate Governance Code (the "CG Code") as contained in
Appendix 15 of the Listing Rules (as amended from time to
time). Without prejudice to any requirement under the CG
Code, the Committee shall have the following
responsibilities:
7.1 To make recommendations to the Board on the Company's
policy and
structure for all Directors' and senior management
remuneration and on the establishment of a formal and
transparent procedure for developing remuneration policy.
7.2 To review and approve the management's remuneration
proposals with reference to the Board's corporate goals and
objectives.
7.3 Either:
(i) To determine, with delegated responsibility, the
remuneration packages of individual executive Directors and
senior management; or
(ii) To make recommendations to the Board on the
remunerations packages of individual executive Director and
senior management.
This should include benefits in kind, pension rights and
compensation payments, including any compensation payable for
loss or termination of their office or appointment.
7.4 To make recommendations to the Board on the remuneration
of non-executive Director.
7.5 To consider salaries paid by comparable companies, time
commitment and responsibilities, and employment conditions
elsewhere in the Group.
7.6 To review and approve compensation payable to executive
Directors and
senior management for any loss of termination of office or
appointment to ensure that it is consistent with contractual
terms and is otherwise fair and not excessive.
7.7 To review and approve compensation arrangements relating
to dismissal or removal of Directors for misconduct to ensure
that they are consistent with contractual terms and are
otherwise reasonable and appropriate.
7.8 To ensure that no Director or any of his associates is
involved in deciding his own remuneration.
The authorities of the Committee shall include such
authorities set out in the relevant code provisions of the CG
Code as contained in Appendix 15 of the Listing Rules (as
amended from time to time). Without prejudice to any
requirement under the CG Code, the Committee shall have the
following authorities:
8.1 All members of the Committee shall have access to the
advice and services of the Company Secretary with a view to
ensuring that procedures of the Committee and all applicable
rules and regulations are followed, and separate and
independent access to the Company's senior management for
obtaining necessary information.
8.2 Any member of the Committee shall have separate and
independent access outside legal or other independent
professional advice in connection with his/her duties at the
Company's expense upon reasonable request to the
Chairman of the Committee and the Chairman of the
Company.
8.3 The Committee shall be provided with sufficient resources
to perform its duties.
9.1 The Committee Chairman shall report formally to the board
on its proceedings after each meeting on all matters within
its duties and responsibilities, unless there are legal or
regulatory restrictions on their ability to do so (such as a
restriction on disclosure due to regulatory
requirements).
9.2 The Committee shall make whatever recommendations to the
Board it deems appropriate on any area within its remit where
action or improvement is needed.
Note: If there is any inconsistency between the English and Chinese versions of this Terms of Reference, the
English version shall prevail.
distributed by | This press release was issued by Tongda Group Holdings Ltd. and was initially posted at http://ir.tongda.com/upload/en/announcement/LTN20120319701_20120319214652.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-19 23:07:26 PM. The issuer is solely responsible for the accuracy of the information contained therein. |