1.

The Board should establish a Remuneration Committee ("RC") with written terms of
reference which clearly set out its authority and duties. The RC should comprise at least
three directors, the majority of whom, including the RC Chairman, should be
independent. All of the members of the RC should be non-executive directors. This is to
minimise the risk of any potential conflict of interest. The Board should disclose in the
company's Annual Report the names of the members of the RC and the key terms of
reference of the RC, explaining its role and the authority delegated to it by the Board.
The Corporate Governance Committee (CG Committee) is tasked with ensuring compliance with
and proper observance of corporate governance principles and practices. It has the following
duties and functions, such as
Establishes a formal and transparent procedure to develop a policy for determining the
remuneration of directors and officers that is consistent with the corporation’s culture and
strategy as well as the business environment in which it operates.
The Board should align the remuneration of key officers and board members with the long-term
interests of the company. In doing so, it should formulate and adopt a policy specifying the
relationship between remuneration and performance. Further, no director should participate in
discussions or deliberations involving his own remuneration.
Key considerations in determining proper compensation include no director should participate
in deciding on his remuneration. The one who decide is the Remuneration committee because
the board established it to set out its authority and duties.

2. Mr. X, one of the independent directors cannot be appointed as Compliance Officer by the
Board of Directors. Because the only person who may be selected by the Board of Directors as a
Compliance Officer is the one who has the rank of Senior Vice President or an equivalent
position with adequate stature and authority in the corporation. Mr. X has no rank of Senior
Vice President or an equivalent position. Therefore, the board of directors cannot appoint Mr. X
as Compliance officer.