ALLAN INTERNATIONAL HOLDINGS LIMITED
Terms of Reference of Remuneration Committee
(adopted on 12 March 2012)
1. The board of directors of the Company (the
"Board") had resolved to establish a committee
known as the Remuneration Committee (the "Committee").
MEMBERSHIP & SECRETARY
2. The Committee shall be appointed by the Board from amongst
the Directors of the Company and shall consist of not less
than three members, a majority of whom should be independent.
A quorum shall be two members.
3. The Chairman of the Committee shall be appointed by the
Board and should be an independent director.
4. The company secretary of the Company shall act as the
secretary of the
5. The Committee shall meet not less than once a year.
6. The Committee should consult the chairman and/or chief
executive about their remuneration proposals for other
executive directors. The Committee should have access to
independent professional advice if necessary.
7. The Committee shall 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 on the establishment of a formal and transparent
procedure for developing remuneration policy.
8. The Committee shall review and approve the management's
proposals with reference to the Board's corporate goals and
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9. The Committee shall 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
10. The Committee shall make recommendation to the Board on
the remuneration of non-executive Directors.
11. The Committee shall consider salaries paid by comparable
companies, time commitment and responsibilities and
employment conditions elsewhere in the group.
12. The Committee shall 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.
13. The Committee shall 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
14. The Committee should ensure that no Director or any of
his associates is involved in deciding his/her own
15. The Committee should be provided with sufficient
resources to perform its duties.
16. The Company should disclose details of any remuneration
payable to members of senior management by band in annual
17. The Committee shall report to the Directors its
activities as the Board may require from time to time.
18. The Committee shall exercise such other powers,
authorities and discretions, and perform such other duties,
of the Directors in relation to the remuneration of the
executive Directors and senior management as the Board may
from time to time delegate to it, having regard to the Code
set out in the Listing Rules.
19. In exercising its power, authorities and discretions and
performing its duties, the
Committee shall take full account of the Code and the Listing
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This press release was issued by Allan International Holdings Limited and was initially posted at http://www.allan.com.hk/attachment/20120329180201001386640_en.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-29 13:28:34 PM. The issuer is solely responsible for the accuracy of the information contained therein.