Remuneration Committee Terms of Reference
Adopted on 14th October 2009

1. Introduction

   The New Britain Palm Oil Limited ("NBPOL") Board Remuneration Committee (Committee) has been established to assist the Board of Directors of NBPOL ("Board") to fulfil its responsibilities in relation to the remuneration of Directors and senior management.

   This Committee's Terms of Reference ("TOR") sets out the functions and responsibilities of the Committee and details the manner in which the Committee will operate. The Committee has the power to make recommendations to the Board to allow the Board to make appropriate decisions regarding any of the Committee's responsibilities as provided for in this TOR.

2. Authority

   The Board has approved the establishment of the Committee. Within the scope of its responsibilities as outlined in this TOR, the Committee is generally authorised to:

   1. seek any information from any employees of the NBPOL or any external party;

   2. obtain legal or other professional advice if necessary; and

   3. require the attendance of any NBPOL employee at Committee meetings.

3. Membership

   1. Members of the Committee shall be appointed by the Board. The Committee shall be made up of at least 3 members, all of whom shall be independent non-executive directors. The chairman of the Board may also serve on the Committee as an additional member if he or she was considered independent on appointment as chairman.

   2. The Board shall appoint the Committee chairman who shall be an independent non-executive director. In the absence of the Committee chairman, the remaining members present shall elect one of themselves to chair the meeting. The chairman of the Board shall not be chairman of the Committee.

   3. The Committee may at its discretion invite any member of the Company such as the chief executive and external advisers.

4. Secretary

   The Company secretary or the Committee's nominee shall act as the secretary of the Committee.

5. Quorum

   1. The quorum necessary to transact business shall be two. A duly convened meeting shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

   2. Each member will have one vote. The Chairperson will not have a casting vote where there is a tied vote. In the case of a tied vote, the motion will lapse.

6. Meetings

   The Committee shall meet twice a year and at such other times as the Chairman of the Committee shall require.

7. Notice of Meetings

   Meetings of the Committee shall be summoned by the secretary of the Committee at the request of any of its members.

8. Minutes of Meetings

   The secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

9. Annual General Meeting

   The chairman of the Committee shall attend the annual general meeting prepared to respond to any shareholder questions on the Committee's activities.

10. Funding

    NBPOL will provide appropriate funding, as determined by the Committee for payment of:

    1. compensation of any legal or other advisers employed by the Committee; and

    2. ordinary administrative expenses of the Committee that is necessary or appropriate in carrying out its duties.

11. Duties and Authorities

The Committee shall be responsible for the:

1. formulation and review of the appropriateness and relevance of the Group's remuneration policy. The objective is to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company.

2. setting remuneration and compensation package for all executive directors and the Chairman of the Board. The remuneration of nonexecutive directors shall be a matter for the Board.

3. Making recommendations and monitoring the level and structure of remuneration for senior management.

4. dealing with such other remuneration and pay matters as may be referred to it by the Board.

5. establishing criteria for the design of, and determine targets for, any performance related pay schemes operated by the Company.

6. reviewing all incentive schemes including any proposed share incentive plans and make such recommendations to the Board as the Committee sees fit. Where any such schemes are approved by the Board or the Shareholders as required, the Committee shall determine each year whether awards under the approved scheme will be made, and if so, the overall amount of such awards and the individual awards to executive directors and senior executives and the performance targets used.

7. have authority to appoint any legal or remuneration consultant and to commission such reports or surveys which the Committee deems necessary to help it fulfil its obligations.

12. Reporting Responsibilties

    1. The Committee chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

    2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

    3. The Committee shall report the Company's remuneration policy and practices and its activities in the Company's Annual Report.

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