Netel Technology (Holdings) Ltd.
Flat C, 9/F Max Share Centre,
373 King's Road,
North Point, Hong Kong.
+852 2907 3777
+852 2510 0266
REMUNERATION COMMITTEE TERMS OF REFERENCE
1. The board of directors (the "Board") of Netel Technology (Holdings) Limited (the
"Company" which together with its subsidiaries, the "Group") has established a
Remuneration Committee (the "Committee") with authority, responsibility, and specific
duties as described below.
Membership and Quorum
2. The Committee shall be appointed by the Board from amongst the directors of the
Company and shall consist of not less than three members, a majority of whom shall be
independent non-executive directors of the Company. A quorum shall be two members.
Currently members of the Committee comprise one executive director and two independent
non-executive directors of the Company.
3. Effective from 1 April 2012, the chairman of the Committee shall be an independent non-
executive director and appointed by the Board.
4. In the case of an equality of votes at a meeting of the Committee, the chairman of the
meeting shall have the casting vote.
Authority and Duties
5. The authority of the Committee is derived from the Board, therefore the Committee is
obliged to report to the Board on its decisions or recommendations, unless there are legal
or regulatory restrictions on its ability to do so.
6. The Committee is authorized by the Board to investigate any activity within the scope of
these terms of reference and shall be provided with sufficient resources to perform its
duties. It is authorized to seek any information it requires from any employee of the Group
and members of the Board in order to perform its duties and all employees of the Group
and members of the Board are directed to co-operate with any request made by the
Committee within the scope of these terms of reference.
7. Each member of the Committee shall disclose to the Committee:
(a) any personal financial interest (other than as a shareholder of the Company) in any
matter to be decided by the Committee; or
(b) any potential conflict of interest arising from a cross-directorship.
Any such member shall abstain from voting on resolutions of the Committee in relation to
which such interest exists and from participating in the discussions concerning such
resolutions, and shall (if so required by the Board) resign from the Committee.
8. The duties of the Committee shall be:
(a) to formulate remuneration policy for the approval of the Board, which shall take into
consideration factors such as salaries paid by comparable companies, employment
conditions and responsibilities, and individual performance of the directors, senior
management and general staff. Performance shall be measured against corporate
goals and objectives resolved by the Board from time to time; and implement the
remuneration policy laid down by the Board;
(b) to make recommendations to the Board on the Company's policy and structure for
all directors (including chief executive who is an ex-officio) and senior management
remuneration and on the establishment of a formal and transparent procedure for
developing remuneration policy;
(c) to establish guidelines for the recruitment of the senior management;
(d) determine the criteria for assessing employee performance which should reflect the
Board's goals and objectives;
(e) to consider the performance bonus (if any) for executive directors, senior
management and general staff (if applicable), having regard to their achievements
against the performance criteria and by reference to market norms, and make
recommendations to the Board;
(f) to review and approve the management's remuneration proposals with reference to
the Board's corporate goals and objectives;
(g) to determine the remuneration packages of individual executive directors (including
chief executive who is an ex-officio) and senior management of the of the Group,
including benefits in kind, pension rights and compensation payments, including any
compensation payable for loss or termination of their office or appointment, and
make recommendations to the Board on the remuneration of non-executive
directors. The Committee shall consider salaries paid by comparable companies,
time commitment and responsibilities, and employment conditions elsewhere in the
(h) to review and approve compensation payable to executive directors and senior
management of the Group for any loss or termination of office or appointment to
ensure that it is consistent with contractual terms and is otherwise fair and not
(i) to review and approve compensation arrangements relating to dismissal or removal
of directors for misconduct to ensure that they are consistent with contractual terms
and are otherwise reasonable and appropriate;
(j) to ensure that no director or any of his/her associates is involved in deciding his/her
(k) to advise shareholders of the Company with respect to any service contracts of
directors of the Group that require shareholders' approval under the Rules
Governing the Listing of Securities on the Growth Enterprise Market of The Stock
Exchange of Hong Kong Limited; and
(l) to consider other topics and review other documents as may be reasonably
requested by the Board from time to time.
9. The Committee shall consult the chairman of the Board and/or chief executive about their
remuneration proposals for other executive directors of the Company, if any, and, at the
expenses of the Company, have access to independent professional advice if necessary.
10. The secretary of the Company (or his/her delegate) shall be the secretary of the Committee
11. The Committee shall meet as and when necessary or as requested by any Committee
member. The Committee shall meet at least once every year.
12. An agenda and accompanying papers shall be sent in full to all members of the Committee
in a timely manner and at least 7 days before the intended date of the meeting of the
Committee (or such other period as agreed by its members).
13. The meetings and proceedings of the Committee are governed by the provisions of the
Articles of Association of the Company for regulating the meetings and proceedings of the
Board so far as the same are applicable.
14. The Secretary shall keep minutes of each Committee meeting. Draft and final versions of
minutes of the Committee meetings shall be sent to all members of the Committee for their
comments and records respectively, in both cases within a reasonable time from such
15. The Secretary shall circulate the minutes of meetings of the Committee to all members of
the Board, unless a conflict of interest exists or for the reasons mentioned in paragraph 5.
16. The Committee should report to the Board on a regular basis. At the next meeting of the
Board following a meeting of the Committee, the chairman of the Committee shall report to
the Board on the findings and recommendations of the Committee.
Adopted by the Board on 23 March 2012.