SUNNINGDALE TECH LTD
ANNUAL REPORT 2014
CORPORATE GOVERNANCE REPORT
22
Code Principles & Guidelines with Specific Disclosure Requirements
Compliance Page Reference
Principle 5 : Board Performance
There should be a formal annual assessment of the effectiveness of the Board as
a whole and its Board Committees and the contribution by each director to the
effectiveness of the Board.
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Guideline 5.1
Assessment of the contributions of the Board, Board Committees and individual Directors to
the effectiveness of the Board; and if such assessment is by an external facilitator.
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Principle 6 : Access of information
In order to fulfil their responsibilities, Directors should be provided with complete,
adequate and timely information prior to Board meetings and on an on-going basis
so as to enable them to make informed decisions to discharge their duties and
responsibilities.
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Principle 7 : Procedures for Developing Remuneration Policies
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.
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Guideline 7.1
Names of the members of the Remuneration Committee (“RC”) and the key terms of reference
of the RC, explaining its role and the authority delegated to it by the Board.
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Guideline 7.3
Names and firm of the remuneration consultants (if any), including a statement on whether the
remuneration consultants have any relationships with the Company.
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Principle 8 : Level and Mix of Remuneration
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.
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Principle 9 : Disclosure of Remuneration
Every company should provide clear disclosure of its remuneration policies, level and
mix of remuneration, in the Company’s Annual Report. It should provide disclosure in
relation to its remuneration policies to enable investors to understand the link between
remuneration paid to directors and key management personnel, and performance.
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Guideline 9.1
• Remuneration of Directors, the CEO and at least the top 5 key management personnel of
the Company.
• The aggregate amount of any termination, retirement and post-employment benefits that
may be granted to Directors, the CEO and the top 5 key management personnel.
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Guideline 9.2
Fully disclose the remuneration of each individual Director and the CEO on a named basis with a
breakdown (in percentage or dollar terms) of each Director’s and the CEO’s remuneration earned
through base/fixed salary, variable or performance-related income/bonuses, benefits-in-kind,
stock options granted, share-based incentives and awards, and other long-term incentives.
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Guideline 9.3
• Name and disclose the remuneration of at least the top 5 key management personnel
in bands of S$250,000 with a breakdown (in percentage or dollar terms) of each key
management personnel’s remuneration earned through base/fixed salary, variable
or performance-related income/bonuses, benefit-in-kind, stock options granted,
share-based incentives and awards, and other long-term incentives.
• In addition, the Company should disclose in aggregate the total remuneration paid to the
top 5 key management personnel.
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Guideline 9.4
Details of the remuneration of named employees who are immediate family members of a
Director or the CEO, and whose remuneration exceeds S$50,000 during the year with clear
indication of the employee’s relationship with the relevant Director or the CEO. Disclosure of
remuneration should be in incremental bands of S$50,000.
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Guideline 9.5
Details and important terms of employee share schemes.
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CORPORATE GOVERNANCE REPORT
