Advanced Card System : Terms of Reference for the Remuneration Committee
Advanced Card Systems Holdings Limited
03/30/2012| 06:14am US/Eastern
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8210)
TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE
(Effective on 30 March 2012)
1. The Committee was formed pursuant to the board resolution
of Advanced Card
Composition and Quorum
Systems Holdings Limited (the "Company") passed on 30
2. The members of the Committee shall be appointed by the
board of directors (the "Board") of the Company amongst the
non-executive directors and executive directors of the
Company. A majority of the Committee members should be
independent non-executive directors.
3. Members : The Committee shall consist of not less than 3
4. Quorum : 2
5. The chairman of the Committee shall be appointed by the
Board and shall be an independent non-executive director.
6. The meetings and proceedings are governed by the
provisions contained in the articles of association of the
Company for regulating meetings and proceedings of directors.
7. The Committee is authorised by the Board to investigate
any activity within its terms of reference. It is authorised
to seek any information it requires from any employee and all
employees are directed to co-operate with any request made by
8. The Committee is authorised by the Board to obtain outside
legal or other independent professional advice and to secure
the attendance of outsiders with relevant experience and
expertise if it considers this necessary.
* For identification only
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9. The duties of the Committee shall be:
Secretary of the Committee
(a) 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;
(b) to review and approve the management's remuneration
proposals with reference to the Board's corporate goals and
(c) to make recommendations to the Board on the remuneration
packages of individual executive directors 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
(d) to consider salaries paid by comparable companies, time
commitment and responsibilities and employment conditions
elsewhere in the Group;
(e) to review and approve compensation payable to executive
directors and senior management for any loss or termination
of office or appointment to ensure that it is consistent with
contractual terms and is otherwise fair and not
(f) 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;
(g) to make recommendations to the Board on the remuneration
of non-executive directors;
(h) to ensure that no director or any of his associates is
involved in deciding his own remuneration;
(i) to consult the chairman and/or the chief executive about
their remuneration proposals for other executive directors.
The Committee should have access to independent professional
advice if necessary; and
(j) to consider other topics as defined by the Board.
10. The head of human resources department of the Company
shall be the secretary of the Committee. The secretary of the
Committee or in his/her absence, his/her representative or
any one Committee member, shall be the secretary of the
meetings of the Committee.
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Frequency of meetings
11. Meetings shall be held not less than once a year.
12. The secretary or his/her representative shall circulate
the minutes of meetings to all members of the Committee.
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This press release was issued by Advanced Card Systems Holdings Ltd. and was initially posted at http://www.acs.com.hk/dloads/announcements/eng/1560_e_rc_terms_of_reference_120330.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-30 11:59:33 AM. The issuer is solely responsible for the accuracy of the information contained therein.