Corporate Governance

Charter of Nomination and Remuneration Committee

Charter of Nomination and Remuneration Committee
    The Board of Director appoints the Nomination and Remuneration Committee to select and
appoint directors and also hold the responsibility to consider criteria for determination of appropriate
remuneration for the Company’s directors and management before making the proposal to the
Board of Directors. The work of the Nomination and Remuneration Committee is aimed at create
transparency in selecting directors and determining remuneration, based on the corporate
governance.
    To ensure that the members of the Nomination and Remuneration Committee are aware of
their roles and responsibility and can completely perform their duties, the Board of Directors
resolves to determine the charter for the Nomination and Remuneration Committee.

1. Composition and qualifications
    1.1 Board of Directors shall appoint members of the Nomination and Remuneration Committee.
    1.2 The members of the Nomination and Remuneration Committee must not be the
          Company’s executives. The Committee must consist of at least three members. They
          must possess good understanding of roles, duties, and responsibilities of directors and
          they must possess knowledge and experience in directors’ functions.
    1.3 The Nomination and Remuneration Committee shall appoint a secretary for directors.
          They may consider an executive who oversees the remuneration for the Company’s top executives.

2. Term of the position
    A member of the Nomination and Remuneration Committee shall serve the term of three
years (with one year starting from the date of the AGM that approves the appointment until
the AGM in the next year). In case of a vacant position due to other reasons apart from
expiration of the term, the Board of Directors shall appoint a qualified person to be the
replacement, with the term of the replacement equal to the remaining term of the predecessor.
A member who has completed the term may be reelected for operation continuation.

3. Scope of duties and responsibilities
Nomination and Remuneration Committee holds the following responsibilities.
    3.1 Determine policies, regulations and operation guidelines
          3.1.1 Determine policies, criteria, and guidelines for selection and nomination of the Company’s
                   directors, sub-committee members as well as top management officers, e.g., the Chief
                   Executive Officer, Deputy Chief Executive Director and senior directors of the Company.
          3.1.2 Determine policies, criteria, and guidelines for selection and short-listing of qualified
                   individuals to be directors or other equivalent positions at the companies that the Company
                   holds stake at least 50%; and/or select suitable persons from those companies to take a
                   role for such positions.
          3.1.3 Determine policies on remuneration and other benefits as well as other packages for
                   directors, sub-committee members and top management members of the Company
                   including the position of directors and equivalent positions in the companies where the
                   Company holds stake at least 50%.
    3.2 Select or nominate qualified individuals
          The Committee is to select or nominate qualified individuals and propose those nominated persons
          to the Company’s Board of Directors, for the following positions:
          3.2.1 Directors
          3.2.2 Members of sub-committees that report directly to the Board of Directors
          3.2.3 Top management members, including Chief Executive Officer, Deputy Chief Executive
                   Officer, senior directors as well as directors or other equivalent positions at any companies
                   where the Company holds stake at least 50%
    3.3 Review remuneration details
          The Nomination and Remuneration Committee is to ensure that the members of Company’s
          Board of Directors, sub-committees, and management members, i.e., Chief Executive Officer,
          Deputy Chief Executive Officer and senior directors, receive appropriate remuneration packages in
          accordance with their responsibilities as well as the Company’s policies and criteria in line with peers
          in the industry. Any directors who hold greater responsibilities shall receive suitable remuneration
          packages accordingly.
    3.4 Other duties and responsibilities
          3.4.1 Ensure that the size and composition of the Company’s Board of Directors are suitable for the
                   organization and the changing environment. The Board of Directors shall consist of individuals
                   with knowledge, skills, abilities and extensive experience in various fields that would benefit the
                   Company’s corporate governance and business operation.
          3.4.2 Set guidelines for appraisal of the performance of the Company’s Directors and top management
                   members, including Chief Executive Officer, Deputy Chief Executive Officer, senior directors as
                   well as directors in order to review the annual remuneration, based on scopes of responsibilities
                   and relevant risks. The Committee shall also take into account the value addition for shareholders
                   in the long term when appraising the performance.
          3.4.3 Appraise performance of the Company’s Directors and Chief Executive Officer.
          3.4.4 Complete the succession plan for Chief Executive Officer and consider approving the succession
                   plan for other top executive positions, such as Deputy Chief Executive Office, and senior directors.
          3.4.5 Disclose the policies and report the performance of the Nomination and Remuneration Committee
                   and include the details about remuneration packages in the Company’s annual report.
          3.4.6 Seek opinions from independent advisers who possess specialized expertise with the expenses
                   being responsible by the Company (e.g., surveys on remuneration of the Nomination and
                   Remuneration Committees or top management members and etc.).

4. Meeting
    4.1 Nomination and Remuneration Committee shall hold at least one meeting each
          quarter at an appropriate time to ensure efficient operation.
    4.2 The chairman may call for a meeting upon request by a member or when deemed
          appropriate. The chairman shall approve the meeting agenda and lead the meeting.
    4.3 The Nomination and Remuneration Committee meeting must be attended by at least half
          of the members to be considered a quorum. In case the chairman is unable to perform
          his/her duty, the attending members may assign any member to chair the meeting.
          A resolution of the Nomination and Remuneration Committee is derived from majority votes
          of the committee members participating in the meeting, each of whom has one vote. If the
          voting results in a tie, the chair of the meeting shall cast an additional decisive vote.

5. Report
    The Nomination and Remuneration Committee report their operational performance to the
Company’s Board of Directors.