The Remuneration Committee with the majority being Non-Executive Directors, comprises the following members:

• Tan Sri Saw Huat Lye (Chairman, Senior Independent Non-Executive Director)
• Charles Henry Ireland (Non-Independent Executive Director)
• Dato' Jaffar Indot (Independent Non-Executive Director)
• David Neill Moore (Non-Independent Non-Executive Director)
• Dr Leslie Buckley (Non-Independent Non-Executive Director)

The Remuneration Committee is responsible for recommending to the Board the policy framework on terms of employment and on all elements of the remuneration of Executive Directors and members of the Senior Management of the Company. The Remuneration Committee is authorised to review and recommend the annual bonus and salary increment of the Executive Directors and members of the Senior Management of the Company. Remuneration of Non-Executive Directors is decided by the Board as a whole. Individual Directors shall abstain from deliberations and voting on their own remuneration at the Board and Remuneration Committee meetings.

The salient terms of reference of the Remuneration Committee are set out below:

In discharging the above responsibilities, the Remuneration Committee needs to ensure the following:

Meetings of the Remuneration Committee are held as and when required, and at least once a year. During the financial year ended 30 June 2009, two meetings were held and all members attended the said meetings.

The Group has adopted a formal procedure to determine the remuneration of the Directors so as to ensure that the Company attracts and retains the Directors needed to run the Group successfully. In the case of Executive Directors, the component parts of their remuneration are structured so as to link rewards to corporate and individual performance. In the case of Non-Executive Directors, their remunerations reflect the experience, level of responsibilities and contributions and the time spent in attending to the Group's matters.

The remuneration package for Directors is as follows:

(a) Basic Salary for Executive Directors
The Remuneration Committee recommends to the Board the basic salary for the Executive Directors after taking into account the performance of the Executive Directors, the inflation price index and information from independent sources on the rates of salary for similar jobs in a selected group of comparable companies.

(b) Fees and Allowances for Non-Executive Directors
Currently, Non-Executive Directors are paid a fixed fee of RM30,000 per annum and a meeting allowance of RM1,000 for each Board and Board Committee meeting that they attended. The Chairman of the Board, in addition to the said fixed fee, will also be paid an allowance of RM80,000 per annum.

The Board, based on the recommendation of the Remuneration Committee, proposed an increase of the annual fee from RM30,000 per annum to RM45,000 per annum for each Non-Executive Director and a payment of an allowance of RM5,000 per annum to the Chairman of the Audit Committee and RM2,000 per annum to the Chairmen of the other Board Committees for the financial year ending 30 June 2010. The proposed fee increase and allowance will be tabled for shareholders' approval at the Company's 45th Annual General Meeting.

(c) Bonus Scheme
The Group sets up a bonus scheme for all employees including the Executive Directors. The criteria for the scheme is the level of profit achieved from the Company's businesses against targets, together with an assessment of each individual's performance. Bonuses payable to Executive Directors are reviewed by the Remuneration Committee and approved by the Board.

(d) Benefits in Kind
Other customary benefits (such as motor vehicles, mobile phones and club memberships) are made available to Executive Directors as appropriate.

(e) Contribution to Employees Provident Fund
Contributions are made to the Employees Provident Fund in respect of all Malaysian Executive Directors.

(f) Notice Period
The notice period for termination of contract of service of Executive Directors by either the Company or the Executive Directors is three months written notice.

The details of the remuneration paid to Directors (including past Directors) for the financial years ended 30 June 2008 and 2009 are as follows:

The number of Directors of the Company (including past Directors) whose total remuneration including benefits-in-kind for the financial year ended 30 June 2009 which fall within the required disclosure bands are as follows: