To ensure that the members of the Nomination and Remuneration Committee are aware of their roles and responsibility and can completely perform their duties, the Board of Directors resolves to determine the charter for the Nomination and Remuneration Committee.

1.1	Board of Directors shall appoint members of the Nomination and Remuneration Committee.
1.2	The members of the Nomination and Remuneration Committee must not be the Company’s executives. The Committee must consist of at least three members. They must possess good understanding of roles, duties, and responsibilities of directors and they must possess knowledge and experience in directors’ functions.
1.3	The Nomination and Remuneration Committee shall appoint a secretary for directors. They may consider an executive who oversees the remuneration for the Company’s top executives.

A member of the Nomination and Remuneration Committee shall serve the term of three years (with one year starting from the date of the AGM that approves the appointment until the AGM in the next year). In case of a vacant position due to other reasons apart from expiration of the term, the Board of Directors shall appoint a qualified person to be the replacement, with the term of the replacement equal to the remaining term of the predecessor. A member who has completed the term may be reelected for operation continuation.

Nomination and Remuneration Committee holds the following responsibilities.

3.1	Determine policies, regulations and operation guidelines 3.1.1 Determine policies, criteria, and guidelines for selection and nomination of the Company’s directors, sub-committee members as well as top management officers, e.g., the Chief Executive Officer, Deputy Chief Executive Director and senior directors of the Company. 3.1.2 Determine policies, criteria, and guidelines for selection and short-listing of qualified individuals to be directors or other equivalent positions at the companies that the Company holds stake at least 50%; and/or select suitable persons from those companies to take a role for such positions. 3.1.3 Determine policies on remuneration and other benefits as well as other packages for directors, sub-committee members and top management members of the Company including the position of directors and equivalent positions in the companies where the Company holds stake at least 50%.
3.2	Select or nominate qualified individuals The Committee is to select or nominate qualified individuals and propose those nominated persons to the Company’s Board of Directors, for the following positions: 3.2.1 Directors 3.2.2 Members of sub-committees that report directly to the Board of Directors 3.2.3 Top management members, including Chief Executive Officer, Deputy Chief Executive Officer, senior directors as well as directors or other equivalent positions at any companies where the Company holds stake at least 50%
3.3	Review remuneration details The Nomination and Remuneration Committee is to ensure that the members of Company’s Board of Directors, sub-committees, and management members, i.e., Chief Executive Officer, Deputy Chief Executive Officer and senior directors, receive appropriate remuneration packages in accordance with their responsibilities as well as the Company’s policies and criteria in line with peers in the industry. Any directors who hold greater responsibilities shall receive suitable remuneration packages accordingly.
3.4	Other duties and responsibilities 3.4.1 Ensure that the size and composition of the Company’s Board of Directors are suitable for the organization and the changing environment. The Board of Directors shall consist of individuals with knowledge, skills, abilities and extensive experience in various fields that would benefit the Company’s corporate governance and business operation. 3.4.2 Set guidelines for appraisal of the performance of the Company’s Directors and top management members, including Chief Executive Officer, Deputy Chief Executive Officer, senior directors as well as directors in order to review the annual remuneration, based on scopes of responsibilities and relevant risks. The Committee shall also take into account the value addition for shareholders in the long term when appraising the performance. 3.4.3 Appraise performance of the Company’s Directors and Chief Executive Officer. 3.4.4 Complete the succession plan for Chief Executive Officer and consider approving the succession plan for other top executive positions, such as Deputy Chief Executive Office, and senior directors. 3.4.5 Disclose the policies and report the performance of the Nomination and Remuneration Committee and include the details about remuneration packages in the Company’s annual report. 3.4.6 Seek opinions from independent advisers who possess specialized expertise with the expenses being responsible by the Company (e.g., surveys on remuneration of the Nomination andRemuneration Committees or top management members and etc.).

4.1	Nomination and Remuneration Committee shall hold at least twice a year at an appropriate time to ensure efficient operation.
4.2	The chairman may call for a meeting upon request by a member or when deemed appropriate. The chairman shall approve the meeting agenda and lead the meeting.
4.3	The Nomination and Remuneration Committee meeting must be attended by at least half of the members to be considered a quorum. In case the chairman is unable to perform his/her duty, the attending members may assign any member to chair the meeting. A resolution of the Nomination and Remuneration Committee is derived from majority votes of the committee members participating in the meeting, each of whom has one vote. If the voting results in a tie, the chair of the meeting shall cast an additional decisive vote.

The Nomination and Remuneration Committee report their operational performance to the Company’s Board of Directors.