Nomination and Remuneration Committee Charter

1. The Board of Directors considers and appoints the Nomination & Remuneration Committee which comprises at least 3 non-executive directors, whereby at least half of its members shall be independent directors.
2. The Nomination & Remuneration Committee Chairman should be an independent director in order to act as a key person in driving the Nomination & Remuneration Committee to perform duties independently.
3. The Chairman of the Board should not be the Nomination & Remuneration Committee Chairman in order to ensure that the duties carried out by the Nomination & Remuneration Committee be checked and balanced.

1. The Nomination & Remuneration Committee shall have a term of office of 3 years in alignment with the term of office of the Board of Directors. Upon the completion of the term of office, they may be re-appointed by the Board of Directors.

   In addition to the completion of the term of office as mentioned above, the Nomination & Remuneration Committee shall terminate their term of office for the following reasons:

   • Removal from the Board of Directors.
   • Resignation.
   • Death.
   • The Board of Directors Meeting resolved to approve the removal.
2. Upon the termination of any Nomination & Remuneration Committee member earlier than the normal term of office, the Board of Directors shall appoint a new director who possesses complete qualifications to replace the previous one, whereby the newly appointed director shall remain in the position only for remaining term of office of the previous member of the Nomination & Remuneration Committee.

1. Consider the structure and composition of the Board of Directors with respect to appropriate number with the business and qualifications of each director in terms of skills, experiences, and specific competency in relation to the business.
2. Devise the policy, criteria, and approach of nomination and remuneration of the Board of Directors, Board committees, and Chief Executive Officer.
3. Recruit and select suitable persons who should be nominated as members of the Board of Directors, members of the Board committees, and Chief Executive Officer for further proposal to the Board of Directors Meeting and/or the Annual General Meeting of Shareholders for consideration and approval.
4. Formulate the succession plan to ensure an availability of successors in case of retirement of Chief Executive Officer or failure to perform his/her duties in order to enable the Company’s business continuity.
5. Determine the pattern and criteria for remuneration payment for members of the Board of Directors, members of the Board committees, and Chief Executive Officer for further proposal to the Board of Directors Meeting and/or the Annual General Meeting of Shareholders for approval.
6. Determine practice guidelines and criteria for the performance assessment of the Board of Directors, Board committees, and Chief Executive Officer.
7. Perform other acts as assigned by the Board of Directors.

1. The Nomination & Remuneration Committee should hold the meeting at least twice a year.
2. At least half of the Nomination & Remuneration Committee members are required to attend each Nomination & Remuneration Committee Meeting so as to constitute a quorum of the Meeting. In case of absence of the Nomination & Remuneration Committee Chairman or failure to perform his/her duties, attending directors shall select any one of directors to be the Chairman of the Meeting.
3. The final resolution of the Meeting shall be adopted by majority votes. Each director is entitled to cast a vote. If there are equal votes incurred, the Chairman of the Meeting shall additionally cast a vote to finalize the result.

The operating results report of the Nomination & Remuneration Committee shall be disclosed to the Board of Directors and the Annual General Meeting of Shareholders in the Annual Report.