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Board Committees  |  Committee Terms of Reference  :  Audit Committee  ,  Remuneration Committee

REMUNERATION COMMITTEE
TERMS OF REFERENCE

  1. Constitution

    1. The board of directors (the "Board") of Taifook Securities Group Limited (the "Company") had resolved to establish a committee of the Board, namely, the remuneration committee (the "Committee") on 12 April 2005 for the purposes of, inter alias, setting remuneration policy of the Group and fixing remuneration packages of the executive directors and the Board as a whole in accordance with the Listing Rules and Bye-Law 120(1) of the Company's New Bye-Laws.

    2. The Committee was to reconstitute from time to time in order to fully comply with the new requirements of the Listing Rules.


  2. Membership

    1. Members of the Committee shall be appointed by the Board from amongst the non-executive directors of the Company and shall comprise of at least three members. A majority of the non-executive directors so appointed shall be independent. A quorum for meetings of the Committee shall be three members.

    2. The chairman of the Committee shall be appointed by the Board and should be an independent non-executive director.


  3. Attendance at meetings of Committee

    1. The finance director and the human resources director shall normally attend meetings of the Committee. Other Board members shall also have the right of attendance.

    2. The company secretary shall be the secretary of the Committee. In the absence of the company secretary in any meetings of the Committee, a member of the Committee or the alternate of the company secretary shall act as the secretary of the meeting of the Committee.


  4. Frequency of meetings

    1. Meetings shall be held at least once a year. The chairman of the Committee may request a meeting if he considers that is necessary.


  5. Authority

    1. The Committee is authorized by the Board to set remuneration policy of the Group and to fix remuneration packages of the executive directors and the Board as a whole within its terms of reference. It is authorized to seek any information it requires from any employees of the Company in order to perform its duties.

    2. The Committee is required to consult the chairman and/or chief executive officer about their proposals relating to the remuneration of other executive directors and it is authorized to seek professional advice if considered necessary in performing its duties.


  6. Duties

    1. The duties of the Committee shall include the following:-

      1.1to make recommendations to the Board on the remuneration policy and structure of the Group for all directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;
      1.2to have the delegated responsibility to determine the specific remuneration packages of all executive directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board of the remuneration of non-executive directors. The Committee shall consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the directors, employment conditions elsewhere in the group and desirability of performance-based remuneration;
      1.3to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time;
      1.4to review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company;
      1.5to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate; and
      1.6to ensure that no director or any of his associates is involved in deciding his own remuneration.


  7. Reporting procedures

    1. Draft minutes of the meetings of the Committee should be sent to all members of the Committee for their comment within a reasonable time after the meetings.

    2. Final versions of minutes of the meetings of the Committee should be sent to all members of the Board for their records within a reasonable time after the meetings.

    3. Full minutes of the meetings of the Committee should be kept by the company secretary.

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