Remuneration Charter

1. Constitution

The Remuneration Committee shall be a committee of the Board of Hallenstein Glasson Holdings Limited established by the board.

2. Purpose

The purpose of the Remuneration Committee is:

a. Assist the Board in the establishment of effective remuneration policies and practices and in discharging the Board’s responsibilities relative to remuneration setting and review of the Managing Director and other senior executives, and directors (including executive and non-executive directors).
b. Annually review directors fees and determine whether those fees are appropriate and make recommendations to the board to put forward any proposed increases to be considered by shareholders at the next Shareholder Meeting.

3. Principles and Policies

a. To ensure that the remuneration of directors and executives is transparent, fair, and reasonable; and
b. the remuneration policy is executed with the objective of attracting and retaining superior candidates within a competitive market who have the required skills, knowledge and experience to competently execute their roles; and
c. the executive (including executive directors) remuneration packages shall include a and element that is dependent on entity and individual performance; and
d. the non executive chairman/director fees shall be based on an annual independent survey of relevant market data and include an element of entity growth and financial performance; and
e. the Company’s remuneration policy shall be disclosed in the company’s annual report.

4. Duties and responsibilities

The remuneration Committee does not take actions or make decisions on behalf of the board unless specifically mandated. The board has delegated certain functions to the Remuneration Committee which is responsible for:

a. Setting and reviewing the effectiveness of the remuneration policies and practices of the company;
b. Setting and reviewing, in accordance with the company’s remuneration policies and practices, the remuneration of the Managing Director, the direct reports to the Managing Director and other such executives as the Board may from time to time determine;
c. Setting and reviewing, as appropriate, the terms of employment contracts for the personnel referred to above;
d. Setting and reviewing the terms of the company’s short and long term incentive plans including any share option plans for employees and directors;
e. Commission any study, survey and/or independent advice as it sees fit to assist in its consideration of any matter;
f. Making recommendations to the board on setting and reviewing all components of the remuneration of non-executive directors. Such components shall include all base fees, supplemental fees for undertaking additional duties, reimbursable expenses, and all other benefits and entitlements arising from their directorships; and
g. Attend to any other matter put the remuneration committee as may be referred to it by the board.

5. Membership

a. Members of the remuneration Committee shall comprise non executive members of the board appointed by the board.
b. The number of members of the committee shall be not less than three.
c. The board shall appoint the chairman of the committee.
d. The appointment and removal of members of the remuneration committee shall be the responsibility of the board.

6. Meetings of the Committee

a. A quorum of members of the committee shall be at least two.
b. The committee may have in attendance such members of the management, including the Managing Director, and where appropriate external advisors, as it considers necessary to discharge the duties and responsibilities of the committee.
c. Meetings shall be held as deemed necessary, but in any event at least once per year having regard to when director and executive remuneration is due for review in terms of the company’s remuneration policy.
d. Minutes of all meetings shall be kept.

7. Authorities

a. The committee will make recommendations to the board on all matters requiring a decision. The committee does not have the power or authority to make a decision in the board’s name or on its behalf.
b. The committee is authorised by the board, at the expense of the company to obtain such outside information and independent advice including market surveys and reports, legal opinion and to consult with outside advisors with relevant experience and expertise as necessary to properly discharge its duties and responsibilities.

8. Review of the Committee

a. The board will undertake an annual review of the performance of the remuneration committee and its objectives and responsibilities.

9. Reporting Procedures

a. After each meeting the chairperson will report the committee’s recommendations to the board.
b. The chairperson will present an annual report to the board summarising the committee’s activities during the year and any related significant results and findings.