The principal objective of the Board Remuneration Committee (“BRC”) is to assist the Board of Directors (“the Board”) in its responsibilities in assessing and recommending the remuneration packages of the President, Group CEO (PGCEO), Executive Directors and Non-Executive Directors of Sapura Energy Berhad (“SEBSEB” or “the Company”).
The BRC shall also assist in reviewing and recommending the annual bonus payment rate and increment range to all employees of SEB and its subsidiaries (collectively “the Group”) based on the Group’s policy.
2. COMPOSITION AND SIZE
The Board shall elect the BRC members from amongst themselves, comprising at least three (3) members of which not less than two (2) members must be non-executive directors.
The Chairman of the BRC shall be elected from amongst the BRC members. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present.
The Company Secretary or other appropriate senior officer of the Company shall act as the Secretary of the BRC and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it together with all relevant documents to all members of the BRC at least three (3) working days prior to the meeting. Consent from all members of the BRC shall be obtained for any meetings of BRC called shorter than this notice period.
The Company Secretary shall also be responsible for keeping the minutes of meetings of the BRC and circulating them to the BRC members.
The BRC may meet together for the despatch of business, adjourn and otherwise regulate the meetings at least once in a financial year or more frequent as deemed necessary. The Chairman of the BRC or any other members of the BRC may call for additional meetings at any time by giving at least three (3) working days prior notice unless consent for shorter notice is obtained from all members.
The quorum for all meetings of the BRC shall not be less than two (2) members of which at least one member must be Non-Executive Director.
The BRC may regulate its own procedure, in particular in the conduct of the BRC meetings, including attendance at a meeting by being present in person or by participating in the meeting by means of video or teleconference.
Members of the BRC who participate in a meeting of the BRC by means of a teleconference or any communication equipment shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly.
The BRC should record its deliberations, in terms of the issues discussed, and the conclusions in discharging its duties and responsibilities, with the minutes kept and distributed to each member of the BRC and of the Board. The Chairman of the BRC shall provide the Board with a report of the BRC meetings, at the next Board meeting after the conclusion of each BRC meeting.
6. CIRCULAR RESOLUTION
A circular resolution in writing (if only deemed necessary by the BRC Chairman) shall be valid and effectual if it is approved and signed by ALL members of the BRC as if it had been passed at a meeting of the BRC. All such resolutions shall be described as ‘Remuneration Committee Members’ Circular Resolution/(s).
Any discussions, including any concerns raised and the rationale for the decisions so made, in the resolution, shall be tabled at the BRC meeting taking place immediately after the passing of the resolution, for a formal record keeping of the same.
Any such resolution may consist of several documents in like form, each signed by one or more BRC members.
7. RIGHTS AND AUTHORITIES
The BRC in accordance with a procedure or process to be determined by the Board and at the expense of the Company:-
a. shall review, assess and recommend to the Board, the remuneration packages of the PGCEO and the Executive Directors in all forms, with other independent professional advice or outside advice as necessary; and
b. shall annually review and recommend the bonus payment rate and increment range to all employees of the Group based on the Group’s policy.
c. shall be entitled to the services of the Company Secretary who must ensure that all decisions made on remuneration packages of the PGCEO and Executive Directors be properly recorded and minuted in the minutes book.
The proposed remuneration packages of Non-Executive Directors are to be reviewed by the BRC and to be proposed to the Board and the shareholders at Annual General Meeting as relevant.
There should be a formal and transparent procedure for developing policy on PGCEO and Executive Directors remuneration and for fixing the remuneration packages of individual directors.
The individual directors concerned should abstain from discussing their own remuneration and/or fees.
The BRC shall take into cognisance in its deliberations the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the Malaysian Code on Corporate Governance, and any other pertinent regulations and laws, as well as revision which may come into force from time-to time.
8. DUTIES AND RESPONSIBILITIES
The duties and responsibilities of the BRC are as follows:-
8.1 Establish and recommend the remuneration structure and policy for PGCEO and Executive Directors; the terms of employment or contract of employment/service, any benefit, pension or incentive scheme entitlement; other bonuses, fees and expenses; any compensation payable on the termination of the service contract by the Company and to review for changes to the policy, as necessary. The PGCEO and Executive Directors should play no part in decisions involving their own remuneration.
8.2 Ensure that a strong link is maintained between the level of remuneration and individual performance against agreed targets, the performance-related elements of remuneration forming a significant proportion of the total remuneration package of PGCEO and Executive Directors.
8.3 Review and recommend the entire individual remuneration packages for each of the PGCEO and Executive Directors to ensure the levels of remuneration be sufficiently attractive and be able to retain the PGCEO and Executive Directors needed to run the Company successfully. Remuneration of the non-executive directors is for the Board to determine.
8.4 Review with the PGCEO and the Executive Directors, their performance against these objectives as well as contribution to the corporate strategy.
8.5 Review and recommend to the Board regarding any proposed new employees’ share option scheme to be given to the Directors and/or amendments to the existing scheme.
8.6 Assist the Board in discharging their responsibilities relating to, amongst others, compensation strategy, succession planning, management development and other compensation arrangement.
8.7 Ensure corporate accountability and governance in respect of the Board remuneration and compensation function.
8.8 Consider and examine such other matters as the BRC considers appropriate.
8.9 Consider other matters as referred to the BRC by the Board.
9.0 Periodically review the remuneration policies and procedures.
9. PUBLICATION OF TERMS OF REFERENCE (“TOR”)
The TOR of the BRC shall be made available on SEB’s website.