1. Composition
1.1 The Committee shall comprise a majority of independent non-executive directors.
1.2 An independent non-executive director shall act as chairman of the Committee and shall be responsible to lead the Committee and ensure that the Committee operates and discharges its duties efficiently.
1.3 The Company Secretary or his nominee shall act as secretary of the Committee.

2. Duties, Authority and Function
2.1 to make recommendations to the board of directors of the Company (the “Board”) on the overall remuneration policy and structure for all directors’ and senior management (senior management as defined in accordance with the management organization structure, as disclosed in the annual report), and on the establishment of a formal and transparent set of procedures for setting the policy;
2.2 to review and approve the management remuneration proposals with reference to the Board’s corporate goals and objectives;
2.3 to make recommendations to the Board on the remuneration of individual executive director and senior management, including benefits-in-kind and pension rights;
2.4 to make recommendations to the Board on the remuneration of non-executive directors;
2.5 to ensure that no director or any of his associates is involved in deciding his own remuneration;
2.6 to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions in other positions offered in the group;
2.7 to 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, or otherwise is fair and reasonable;
2.8 to review and approve compensation arrangements relating to dismissal for misconduct and removal of directors to ensure that they are consistent with contractual terms, or otherwise are reasonable and appropriate;
2.9 to discharge, with delegated authority by the Board, its duties in respect of remuneration related matters; and
2.10 to be provided with sufficient resources to perform its duties and access to independent professional advice at the group’s expenses through the assistance of the Company Secretary, where appropriate.

3. Meeting
3.1 The Committee shall convene meetings regularly and at least once a year and shall report to the Board after meeting.
3.2 The procedure for convening meeting of the Committee shall follow the procedure for convening meeting of the Board as stipulated in the Bye-Laws of the Company.
3.3 The Company Secretary shall assist the Committee to convene meetings and file the minutes of the meetings.
　　　
4. Annual Assessment
4.1 The Committee shall review its operation procedures, their performance and effectiveness and assess and report to the Board least once a year. The Board shall then revert with comment on rooms for improvement.
4.2 The Board shall, from time to time, assess the sustainability and effectiveness of the terms of reference of the Committee and amend the terms and work policies when appropriate.