CORPORATE GOVERNANCE STATEMENT
The Company Secretary attends all Board and Board Committees meetings. The role of the Company Secretary includes
responsibility for ensuring that Board procedures are followed and applicable rules and regulations are complied with.
Under the direction of the Chairman, the Company Secretary also ensures good information flows within the Board and
Board Committees and between the Management and independent directors.
REMUNERATION MATTERS
PRINCIPLE 7: PROCEDURE FOR DEVELOPING REMUNERATION POLICIES
PRINCIPLE 8: LEVEL AND MIX OF REMUNERATION
PRINCIPLE 9: DISCLOSURE OF REMUNERATION
DG: Guideline 9.2
DG: Guideline 9.3
DG: Guideline 9.4
DG: Guideline 9.6
REMUNERATION COMMITTEE “RC”
The RC comprises 3 members, all of whom are independent and non-executive directors. The chairman of the RC is Ng Jui
Ping and the other 2 members are Ronald Seah Lim Siang and Ng Shin Ein.
The RC is guided by its terms of reference which set out its responsibilities. The RC recommends to the Board, a framework
of remuneration for the directors and reviews the remuneration packages for each director and key management personnel.
The recommendations of the RC are submitted for endorsement by the Board. All aspects of remuneration, including but
not limited to directors’ fees, salaries, annual performance incentives and other benefits including benefits in kind are
reviewed by the RC. The RC also administers the Company’s Share Option Scheme 2006. The RC had also reviewed the
Company’s obligations arising in the event of termination of the executive directors’ and key management personnel’s
contracts of service and opined that such contracts of service contain fair and reasonable termination clauses which are not
overly generous.
No director or member of the RC has been involved in deciding his own remuneration package. The total remuneration
mix for the CEO, executive directors and top 5 key executive officers (who are not also directors or the CEO) (“Top 5 Key
Management Personnel”) of the Group comprises three key components namely, basic salary, annual performance incentive
and other benefits including benefits in kind. A significant and appropriate proportion of executive directors’ and Key
Management Personnel’s remuneration is structured so as to link rewards to corporate and individual performance. Such
performance-related remuneration is aligned with the interests of Shareholders and promotes the long-term success of the
Company. Performance conditions to which entitlement to such incentives are met include benchmarking performance to
business operation expectations and performance that exceeds such expectations, as well as measuring performance based
on the Company’s financial performance vis-à-vis industry performance. The extent to which the performance conditions
have beenmet was taken into account in determining the actual quantumof variable component of remuneration. Whilst the
Company currently does not make use of contractual provisions to allow the Company to reclaim incentive components of
remuneration paid to its executive directors and Key Management Personnel in exceptional circumstances of misstatement
of financial results, or of misconduct resulting in financial loss to the Company, it will consider adopting such contractual
provisions, as and when appropriate.
Save for directors’ fees, which have to be approved by the Shareholders at every AGM, the independent directors do not
receive any other remuneration from the Company.
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