Momenta Global Limited has released the latest Terms of Reference for its Remuneration Committee, clarifying the committee’s mandate in director and senior-management pay, share-scheme oversight and governance procedures.
The document confirms that a majority of committee members must be independent non-executive directors and that the chairperson will also be independent. Meetings are to be held at least once annually, with a quorum of two members; each participant carries one vote, and the chairperson holds a casting vote in the event of a tie.
Core responsibilities include: • Recommending overall remuneration policy and structure for the board and senior management. • Reviewing and approving individual pay packages—covering salary, benefits, pensions and termination terms—against the company’s strategic goals and market benchmarks. • Overseeing compensation for loss or termination of office to ensure fairness and contractual compliance. • Approving or reviewing all matters related to the Group’s share schemes in line with Hong Kong Listing Rule Chapter 17. • Ensuring no director takes part in decisions on his or her own compensation.
The committee is empowered to obtain independent professional advice at the company’s expense and to request any information necessary from directors or employees. Detailed minutes are to be kept, circulated to members promptly and made available for inspection by any director.
The chairperson will attend annual general meetings to respond to shareholder queries about remuneration governance. The charter will be reviewed periodically to reflect regulatory changes, and both English and Chinese versions are available on the Hong Kong Stock Exchange and company websites.
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