1. ESTABLISHMENT OF THE OPTIONS COMMITTEE
The Options Committee is established under the Company’s Employees Share Options Scheme (2013/2023) (“the Scheme” or “ESOS”) to administer the ESOS in accordance with the Scheme’s By-Laws.
Members of the Options Committee shall be appointed by the Board of Directors from time to time and shall consist of such number of persons as the Board may deem fit. The Board shall have the power from time to time to rescind the appointment of any person to the Options Committee as it may deem fit.
3. ADMINISTRATION OF THE SCHEME
The Options Committee shall administer the Scheme in such manner as it shall in its discretion deem fit in accordance with the Scheme’s By-Laws.
For the purpose of administering the Scheme, the Options Committee may do all such acts and things and enter into any transactions, agreements, deeds, documents or arrangements, and make rules, regulations or impose terms and conditions or delegate part of its power relating to the Scheme, as the Options Committee may in its discretion deem fit.
4. DUTIES AND RESPONSIBILITIES
The duties and responsibilities of the Options Committee shall be:-
(a)To determine the eligibility of each employee (including directors) (“Eligible Persons”);
(b)To determine the Allocation and Granting Criteria which may include, among others, grading, length of service, performance, responsibility and seniority in position;
(c)To determine the number of options to be granted to any Eligible Person with absolute discretion to make adjustments where it may deem necessary subject to the By-Laws and the prevailing regulations and guidelines governing Share Issuance Schemes;
(d)To offer options from time to time as it may deem fit to Eligible Persons;
(e)To determine and approve the exercise price of each offer and to make adjustments where it may deem necessary subject to the By-Laws and the prevailing regulations and guidelines governing Share Issuance Schemes;
(f)To review and resolve all disputes involving Eligible Persons and/or all matters of any nature that may arise from the Scheme. The decision of the Options Committee shall be final, conclusive and binding; and
(g)To recommend to the Board of Directors on any amendments to be made to the Scheme taking into consideration regulatory changes that may be introduced from time to time pertaining to Share Issuance Schemes.
The quorum necessary for the transaction of the business of the Options Committee shall be three (3) members.
Other Terms of Reference: