Navigating Challenges • EMBRACING DIVERSITY | ANNUAL REPORT 2015
NOTICE OF ANNUAL GENERAL MEETING
statisTICS OF SHAREHOLDINGs
FINANCIAL CONteNts
CORPORATE GOVERNANCE REPORT
33
Corporate Governance Report
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 7:
There should be a formal and transparent procedure for developing policy on executive
remuneration and for fixing the remuneration packages of individual directors. No director should
be involved in deciding his own remuneration.
Level and Mix of Remuneration
Principle 8:
The level and structure of remuneration should be aligned with the long-term interest and risk
policies of the company, and should be appropriate to attract, retain and motivate (a) the directors
to provide good stewardship of the company, and (b) key management personnel to successfully
manage the company. However, companies should avoid paying more than is necessary for this
purpose.
Matters concerning remuneration of the Board, senior executives and other employees who are related to the
controlling shareholders and/or the Directors (if any) are handled by the RC whose primary function is to develop
formal and transparent policies on remuneration matters in the Company. The RC also reviews and ensures that the
Company’s remuneration system is competitive and sufficient to attract, retain and motivate the required talents to
run the Company successfully.
Matters which are required to be disclosed in the annual remuneration report have been sufficiently disclosed in this
Report under Principles 7, 8 and 9, as well as in the audited financial statements of the Company and of the Group.
The RC consists of three (3) members, all of whom, including the RC Chairman, are Independent Directors:
Mr Ong Sie Hou Raymond - Chairman
Mr Douglas Owen Chester - Member
Mr Ho Boon Chuan Wilson - Member
The RC will meet at least once a year. The RC carries out its duties in accordance with a set of terms of reference which
includes the following:
•
reviewing and recommending to the Board, in consultation with the Executive Chairman and CEO, for
endorsement, a framework of remuneration policies to determine the specific remuneration packages and
terms of employment for each Director and key management personnel, including employees related to the
Directors and controlling shareholders, and the implementation of appropriate performance-related elements
to be incorporated in the remuneration framework;
•
reviewing and recommending the remuneration of the Non-Executive Directors, taking into account factors
such as their effort, time spent and their responsibilities;
•
reviewing and administering the award of shares and/or share options to Directors and employees under the
employee performance share plan and/or employee share option scheme adopted by the Company;
•
reviewing and determining the contents of any service contracts for any Directors or key management
personnel; and
•
carrying out other duties as may be agreed by the RC and the Board, subject always to any regulations or
restrictions that may be imposed upon the RC by the Board from time to time.
