Remuneration Committee Terms of Reference

1. MEMBERSHIP

   The Remuneration Committee comprises of independent non-executive directors.

2. TERMS OF REFERENCE
   1. To review and recommend to the Board the terms of engagement and remuneration packages of DIALOG Group’s executive directors and senior management.
   2. To review the performance of executive directors and senior management of the group.
   3. To review and recommend to the board revisions and improvements of remuneration, fringe benefits, perquisites and bonus as considered appropriate for the group’s executive directors and senior management.
   4. To review and recommend to the board suitable incentive plans including setting appropriate performance targets for the group’s executive directors and senior management.
   5. To review and recommend to the board policies and principles for the remuneration of the group’s executive directors and senior management.