The Remuneration Committee comprises entirely of Non-Executive Directors, namely:

• Tan Sri Saw Huat Lye (Chairman, Senior Independent Non-Executive Director)
• Dr Leslie Buckley (Non-Independent Non-Executive Director)
• Siobhan Mary Hamilton (Non-Independent Non-Executive Director)
• Sreesanthan Eliathamby (Independent Non-Executive Director) (Appointed on 4 August 2010)

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 based on their KPIs results. Remuneration of Non-Executive Directors is decided by the Board as a whole. A Director whose remuneration package is being considered shall abstain from deliberating and voting on his/her own remuneration at the Board and Remuneration Committee meetings.

The Remuneration Committee is also entrusted with responsibility to review and formulate the succession plans and policies for the Group.

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 2011, one (1) meeting was held and the details of attendance of the members of the Remuneration Committee are as follows:

Amongst the items deliberated by the Remuneration Committee at its meeting held in August 2010 were:

• Performance bonus for the Senior Management and Management staff of the Group for the financial year ended 30 June 2010
• Performance and rewards for the former Finance Director for the financial year ended 30 June 2010 and his Remuneration Package for the financial year ended 30 June 2011
• Remuneration package of the Managing Director for the financial year ended 30 June 2011
• Salary increment, bonus KPIs and structure for Management staff for the financial year ended 30 June 2011
• Revision of car entitlement for Senior Management
• Reconstitution of the Remuneration Committee to comprise only of Non- Executive Directors

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 current remuneration policy for the 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
The fees and allowances payable to the Non-Executive Directors are determined by the Board as authorised by the shareholders of the Company. The current remuneration policy for the Non-Executive Directors (as approved by the shareholders on 26 November 2009) comprises the following:

(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 Group’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
Certain customary benefits (such as motor vehicles, mobile phones and club memberships) are made available to the Chairman of the Board and the Executive Directors of the Company 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 year ended 30 June 2011 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 2011 which fall within the required disclosure bands are as follows: