TERMS OF REFERENCE - Remuneration Committee

​The Remuneration Committee (RC) was established by the Board of Directors (“Board”) of Parlo Berhad (“Parlo” or “Company”) on 11 November 2003.

1.  Objectives
  • 1.1The principal objectives of the RC are:
  • To achieve a balance between setting the level and structure of the remuneration package of Executive Directors so as to be able to attract and retain the best against its interest in not paying excessive remuneration; and
  • To ensure that all Executive and Non-Executive Directors, as well as the senior management, are fairly rewarded for their individual contribution to the Company’s overall performance and that the remuneration commensurate with the level of executive responsibility and is appropriate in light of the Company’s performance.
2.  Composition
  • 2.1The RC shall be appointed by the Board from among their number and shall be composed of not fewer than 2 members who are all Non-Executive Directors or any person not having a relationship, which, in the opinion of the Board, would interfere with the exercise of independent judgement in carrying out the functions of the RC and a majority of them must be Independent Non-Executive Directors.
  • 2.2The members of the RC shall elect a Chairman/Chairperson from among their number.
  • 2.3If a member of the RC retires, resigns, passed away and/or for any other reason ceases to be a member resulting in the number of members be reduced to below 2, the Board shall, within 3 months of that event, appoint such number of new members as may be required to make up the minimum of 2 members.
3.  Duties and responsibilities
  • 3.1The RC recommends to the Board with the objective of providing assistance to the Board in determining the remuneration for Executive Directors, Non-Executive Directors, Chief Executive Officer (CEO)(where the CEO is not a Director of the Company) and Key Senior Management in all forms, drawing from external advice where necessary.
  • To establish a formal procedure for developing policies on Executive Directors’ and key senior management’s remuneration and compensation packages;
  • To ensure that a fair differential between the remuneration of Board members and other levels of management is maintained;
  • To conduct a continuous assessment of individual Executive Directors to ensure that remuneration is directly related to corporate and individual performance;
  • To obtain advice and information from external sources, if necessary, to compare the remuneration currently earned by the Executive Directors and those paid to Executive Directors of other companies of a similar size in a comparable industry sector;
  • To keep abreast of the remuneration packages for members of board committees to ensure that they commensurate with the scope of responsibilities held and review and recommend changes to the Board whenever necessary;
  • In the case of remuneration for Non-Executive Directors, the Board as a whole will decide on that, with the director concerned abstaining from deliberations and voting on the decision in respect of his/her own remuneration. The level of remuneration of Non-Executive Directors shall reflect the experience and level of responsibilities undertaken by the Non-Executive Director concerned; and
  • The determination of remuneration packages of Executive Directors and Non-Executive Directors, including Non-Executive Chairman, should be a matter for the Board as a whole where individuals concerned shall abstain from discussion of their own remuneration.
4.  Meeting
  • 4.1The RC may regulate its own procedures and in particular the calling of meetings, the notice to be given for such meetings, the proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes.
  • 4.2The Company Secretary shall on the requisition of the members of the RC summon a meeting of the RC and except in the case of an emergency, reasonable notice of every RC meeting shall be given in writing.
  • 4.3Other Board members and/or employees may attend the RC meeting upon the invitation of the RC.
  • 4.4All decisions at such meeting shall be decided on a show of hands on a majority of votes of the members present, and in the case of equality of votes, the Chairman of the RC shall have a second or casting vote.
  • 4.5A quorum for a meeting of the RC shall consist of two (2) members.
5.  Secretary
  • 5.1The Secretary of the RC shall be the Company Secretary of the Company.
  • 5.2The Company Secretary/(ies) shall act as Secretary/(ies) of the RC and shall be responsible, in consultation with the Chairman/Chairperson, for drawing up the agenda and other supporting explanatory documents for circulation to the RC members prior to each meeting.
  • 5.3The Secretary/(ies) shall be responsible for recording attendance of all members and invitees, keeping the minutes of the meetings, circulating them to the RC members and other members of the Board and ensuring compliance with the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad.
6.  Circular resolutions
A resolution in writing signed by a majority of the RC, for the time being, shall be as valid and effectual as if it has been passed at a meeting of the RC duly called and constituted. Any such resolution may consist of several documents in like form each signed by one (1) or more RC members. Any such document may be accepted as sufficiently signed by a Committee member if transmitted to the Company by email, facsimile or other electrical or digital written message/application to include a signature of a Committee member.
7.  Reporting
  • 7.1The RC shall report to the Board, either formally in writing, or verbally, as it considers appropriate on the matters within its Terms of Reference at least once a year, but more frequently if it so wishes.
  • 7.2The RC shall report to the Board on any specific matters referred to it by the Board.
  • 7.3The Company Secretary shall circulate the minutes of the RC to all members of the Board.
This Terms of Reference is approved and adopted by the Board of Parlo and shall be effective from 20 August 2024 and the Terms of Reference is made available at the Company’s website at http://www.parlogroup.com.