Terms of Reference of Remuneration Committee

ROLE

The role of the Remuneration Committee (RC) is to assist the Board of Directors (Board or Directors) of IGB REIT Management Sdn Bhd (the Company) in establishing coherent remuneration policies and practices (RPP) which:

(a) link remuneration with the strategic goals and performance of the Company;

(b) attract, engage, motivate and retain high calibre individuals needed to serve on the Board, and high performing executives to lead and manage the operations of the Company; and

(c) comply with the provisions regarding disclosure of remuneration required by the relevant laws and regulations.

RESPONSIBILITIES

RC shall, within the limits of the policy determined and powers delegated by the Board, be responsible for:

(a) making recommendations to the Board in respect of the policy framework on terms of employment and on all elements of the remuneration of the Managing Director and Executive Directors (collectively, Executive Board) as well as Chief Executive Officer and senior executives (collectively, Executive Team);

(b) making recommendations to the Board in respect of the remuneration of the Non-Executive Directors (NEDs), particularly on whether the remuneration remains appropriate to each Director’s contribution, taking into account the level of expertise, commitment and responsibilities undertaken;

(c) reviewing and approving the individual remuneration package for Executive Board and Executive Team including, where appropriate, bonuses, incentive payments within the terms of RPP and based on individual performance;

(d) assessing the effectiveness of RPP and compliance with legal, governance and regulatory requirements; and

(e) overseeing compliance with statutory responsibilities relating to remuneration disclosures.

MEMBERSHIP

(a) RC shall be members of, and appointed by, the Board, on the recommendation of the Nomination Committee. The number of members of RC shall be a minimum of three, a majority of whom, including the chairman (RC Chair), shall be independent NEDs.

(b) The appointment of a RC member terminates when the member ceases to be a Director, or as determined by the Board.

(c) The composition of RC, including members’ tenure, performance and effectiveness as well as their accountability and responsibilities, shall be assessed annually via the Board Committee Assessment.

PROCEEDINGS

(a) RC shall meet at least once a year and at other times, as it considers necessary.

(b) A quorum for RC meeting is two members, of which one shall be an independent NED.

(c) RC members may attend meetings in person or by electronic means. Decisions may be made by circular or written resolution.

(d) Only members of RC and Company Secretary (who acts as secretary to RC) have the right to attend RC meetings. RC may invite other individuals to attend all or part of any meeting of RC which it considers appropriate.

(e) If RC Chair is unable to attend a RC meeting, the members present may elect one of them to act as Chair at that meeting.

(f) A motion shall be passed by a simple majority of votes cast in favour by RC members present and eligible to vote; or resolution in writing signed by at least three quarters of RC members eligible to vote and will be deemed to have been passed at the time at which the last required RC member signs the document.

(g) RC may ask any party to withdraw from any part of any meeting where his or her performance is being discussed, or where there is a potential conflict of interest.

REPORTING

RC Chair shall report to the Board on the proceedings and resolutions of the meeting. Minutes of RC meetings shall be circulated to all Board members once approved. RC shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

ACCESS

(a) RC shall have full and unrestricted access to information and records of the Company.

(b) RC may seek independent professional advice, and secure the attendance of such advisers if it considered necessary.

REVIEW

(a) RC shall review annually its terms of reference (ToR) to ensure new facts and circumstances and evolving corporate governance issues are addressed and best practices are incorporated. Any amendment to the ToR must be approved by the Board.

(b) RC shall undertake an evaluation of its performance and effectiveness on an annual basis and report to the Board on the outcome of the review.

This RC’s TOR is last reviewed on 8 November 2017.