TERMS OF REFERENCE - remuneration committee

​The Remuneration Committee was established by the Board of Directors (“Board”) of Parlo Berhad (formerly known as Cybertowers Berhad) (“Parlo” or “Company”) on 11 November 2003.
The principal objectives of the Remuneration Committee 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.
The Remuneration Committee shall be appointed by the Board from among their number and shall be composed of not fewer than 3 members whom 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 Remuneration Committee and a majority of them must be Independent Non-Executive Directors.
The members of the Remuneration Committee shall elect a Chairman/Chairperson from among their number.
If a member of the Remuneration Committee 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 3, 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 3 members.

Duties and responsibilities 
The Remuneration Committee recommends to the Board with the objective of providing assistance to the Board in determining the remuneration Executive Directors, Non-Executive Director, 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; and
  •  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.
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.

The Remuneration Committee shall meet at least once a year and 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.
The quorum for the meeting shall be 2 members.

The Secretaries of the Company shall be Secretaries (the “Secretaries”) of the Committee.

Circular resolutions 
A resolution in writing signed by all members in lieu of convening a formal meeting shall be valid and effectual as if it had been passed at a meeting of the Remuneration Committee duly convened and held. Any such resolutions may consist of several documents in like form, each signed by 1 or more members.

The Chairman of the Remuneration Committee shall report on each meeting to the Board.

The Terms of Reference of Remuneration Committee is to be regularly reviewed by the Board as and when required.
This Terms of Reference was reviewed and approved by the Board of Directors on 6 April 2018.