Softcare Limited (2698) has published a set of Terms of Reference governing its Remuneration Committee. The Board of Directors appoints members to this committee, which must comprise at least three individuals with a majority being independent non-executive directors. The committee is chaired by an independent non-executive director approved by the Board, and its members serve up to their tenure as directors.

The document states that the Remuneration Committee meets at least once a year, with a minimum 14-day notice period for each meeting unless waived by all members. Two members form a quorum, one of whom must be an independent non-executive director. Attendance may be in person or through telephone or videoconferencing, and resolutions are passed by a simple majority.

The terms outline the duties of the committee, including formulating remuneration policies for directors and senior management, reviewing performance-based compensation proposals, and considering salaries offered by comparable entities. The committee also oversees compensation for any loss or termination of office, ensuring these payouts align with contractual terms. No director is permitted to decide their own remuneration, and relevant matters under Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited fall within the committee’s review and approval scope.

The chair or another member of the committee who is an independent non-executive director is expected to attend annual general meetings to address shareholder inquiries related to remuneration matters. After each meeting, the committee reports directly to the Board on its decisions and findings.

In addition, the Remuneration Committee can request resources and information from senior management as needed and may seek independent professional advice at the company’s expense. Full minutes of each meeting are kept by the appointed secretary for future review, with draft and final versions circulated amongst committee members in a timely manner.