Terms of Reference
Audit Committee :: Remuneration Committee

(Incorporated in Bermuda with limited liability)

The board of directors (" Board ") of Sing Tao News Corporation Limited (" Company ") adopted the following terms of reference of the Remuneration Committee on 2 January 2005 and revised by the meeting of the Board held on 9 August 2005.
1.1 The Board hereby resolves to establish a committee of the Board to be known as the Remuneration Committee ("Committee").
2. Members
2.1 The members of the Committee shall be appointed and removed by the Board and shall consist of a majority of independent non-executive directors.
2.2 The chairman of the Committee shall be appointed and removed by the Board.
3. Attendance at meetings
3.1 Other Board members and external advisers may be invited to attend for all or part of any meeting as and when appropriate. Only members of the Committee are entitled to vote at the Committee meetings.
3.2 The Head of Human Resources Department shall be the secretary of the Committee.
4. Meetings
4.1 Meetings shall be held as required and appropriate.
4.2 The quorum necessary for the transaction of the business of the Committee shall be two members of the Committee and at least one shall be Independent Non-executive Director.
4.3 Notice of any Committee meeting shall be given at least three (3) days prior to any such meeting, unless all members of the Committee unanimously waive such notice. Irrespective of the length of notice being given, attendance of a Committee meeting by a member of the Committee shall be deemed waiver of the requisite length of notice by the member of the Committee.
4.4 Agenda and Committee papers shall be sent to members of the Committee at least one (1) day before the intended Committee meeting.
4.5 Meetings could be held in person, by telephone or by video conference. Members of the Committee may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other.
4.6 Resolutions of the Committee at any Committee meetings shall be passed by majority votes of the members of Committee present.
4.7 A resolution in writing signed by all the members of the Committee shall be as valid and effectual as if it had been passed at a Committee meeting duly convened and held.
4.8 Minutes shall be kept by the secretary of the Committee. Draft and final versions of minutes of the Committee meetings shall be circulated to all members for their comment and records respectively, in both cases within a reasonable time after the Committee meeting is held. Such minutes shall be open for inspection by any director of the Company.
5. Authority
5.1 The Committee is authorized to seek any information it requires from any employee or Director of the Company in order to perform its duties.
5.2 In connection with its duties, the Committee is authorized by the Board to obtain at the Company's expense professional advice in accordance with the Board's approved policies on obtaining of professional advice.
5.3 Any amendments to this Terms of Reference shall be approved by the Board.
6. Duties
6.1 The duties of the Committee shall be:
6.1.1 to make recommendations to the Board on the Company's policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;
6.1.2 to have the delegated responsibility to determine the specific remuneration packages of all executive directors and senior management, including salaries, bonuses, stock options, benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the board of the remuneration of non-executive directors. The Committee should consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the directors, employment conditions elsewhere in the group and desirability of performance-based remuneration;
6.1.3 to review and approve performance based remuneration by reference to corporate goals and objectives resolved by the board from time to time;
6.1.4 to review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company;
6.1.5 to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate; and
6.1.6 to ensure that no director or any of his associates is involved in deciding his own remuneration.
6.1.7 when the occasion arises, to advise shareholders on how to vote with respect to any service contracts of Directors that require shareholders' approval under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
6.2 The Committee should consult the Chairman of the Company about their proposals relating to the remuneration of other executive directors.
7. Reporting
7.1 The Committee should report to the Board when appropriate but at least once a year, the Chairperson of the Committee or his/her delegate shall report to the Board on the work, significant decisions, findings and recommendations.
Members of the Remuneration Committee :
1 Ms. Pansy Ho (Chairperson)
2 Mr. Richard King
3 Mr. Lo Wing Hung