AEON Stores (Hong Kong) Co., Limited : Announcement and notices (67KB) Terms of Reference of the Remuneration Committee
03/28/2012| 05:20pm US/Eastern
Recommend:
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(the "Company")
(Stock Code: 984)
TERMS OF REFERENCE AND OPERATION OF
REMUNERATION COMMITTEE
Membership
1. The Remuneration Committee (the "Committee") shall consist
of at least three members and a majority of the members shall
be independent non-executive directors appointed by the board
of directors (the "Board") of the Company from time to
time.
2. The chairman of the Committee shall be an independent
non-executive director appointed by the Board.
Frequency and proceedings of meetings
3. The Committee shall meet at least once annually.
4. The quorum of a meeting shall be two members of the
Committee present in person.
5. Proceedings of meetings of the Committee shall be governed
by the provisions of
Article 120 of the Articles of Association of the
Company.
6. The Company Secretary or in his absence, his delegate
shall act as the secretary of the Committee meetings.
Authority and Duties
7. The Committee shall:
(a)
(b)
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;
review and approve the management's remuneration proposals
with reference to the Board's corporate goals and
objectives;
(c) 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 appointment;
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(d)
(e)
make recommendations to the Board on the remuneration of
non-executive directors;
consider salaries paid by comparable companies, time
commitment and responsibilities and employment conditions
elsewhere in the Group;
(f) 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
excessive;
(g) 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;
(h) (i)
(j)
(k)
ensure that no director or any of his associates is involved
in deciding his own remuneration;
consult the chairman and/or chief executive about their
remuneration proposals for other executive directors;
have access to independent professional advice if necessary;
and be provided with sufficient resources to perform its
duties.
13 January 2012
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This press release was issued by AEON Stores (Hong Kong) Co. Limited and was initially posted at http://www.jusco.com.hk/eng/announcements/download.php?id=59&type=1 . It was distributed, unedited and unaltered, by noodls on 2012-03-28 23:10:11 PM. The issuer is solely responsible for the accuracy of the information contained therein.
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