Common use of Remuneration Committee Clause in Contracts

Remuneration Committee. (a) A remuneration committee (the “Remuneration Committee”) to operate in accordance with the terms of reference of that committee as approved by the Board. (b) The Remuneration Committee shall comprise: (I) two independent Directors; and (II) one representative nominated by either the TPG Investor Entities (as a group) or the KKR Investor (in each case, provided they are entitled to appoint a Director under Clause 3.1). Such appointment right will be rotated annually (or as otherwise agreed by the TPG Investor Entities (as a group) and the KKR Investor) between the TPG Investor Entities (as a group) and the KKR Investor, in the following order of rotation: the TPG Investor Entities (as a group), then the KKR Investor. (c) The Chairman of the Remuneration Committee shall be an independent Director who is not a TPG Investor Director, KKR Investor Director or, REA Director. (d) The Board or any two (2) members of the Remuneration Committee may from time to time convene a meeting of the Remuneration Committee. (e) The quorum necessary for the transaction of the business of the Remuneration Committee shall be the presence in person, or by proxy, of at least a majority in number of the members of the Remuneration Committee.