12.1.1 The remuneration of the board should be aligned with the interests of shareholders and be sufficient to attract and retain members of the required quality, but should not be excessive. 12.1.2 The remuneration of Directors may be diversified depending on the commitment required, e.g., membership or leadership of committees.
12.2 Process and disclosure 12.2.1 The remuneration policy and employment contracts of Directors will be reviewed by committee/s formed by the Board Directors should not participate in decisions regarding their own remuneration to ensure member independence and neutrality.
12.2.2 Inter-industry comparisons should be used to determine the absolute level of salary; they should be used with caution to avoid a situation where compensation spirals upward as all companies attempt to pay above the average of their peer group.
12.2.3 Compensation can have both a fixed and a variable component, performance-linked element, it will be paid cash and or in the form of shares.
12.2.4 Policy statements describe the remuneration policy. They specify:
a. Performance measures used for remuneration, which should promote the long run interests of the company;
b. Conditions for payments for extra-board activities;
c. Conditions for holding and trading the stock of the company, and granting and re-pricing of options;
d. Payments related to contract termination.
12.2.5 Remuneration policy summary should be disclosed, preferably this summary should be in detailed.
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