CORPORATE GOVERNANCE REPORT
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The Board has separate and independent access to the Company Secretary and to other senior management executives of the
Company and of the Group at all times in carrying out their duties.
The Board takes independent professional advice as and when necessary to enable it or the independent directors to discharge its
or their responsibilities effectively. Subject to the approval of the Chairman, each director has the right to seek independent legal and
other professional advice, at the Company’s expense, to assist them in their duties.
The Company Secretary attends all Board meetings and meetings of the Board committees of the Company and ensures that Board
procedures are followed and that applicable rules and regulations are complied with.
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.
The
RC
comprises a non-executive director and two independent directors of the Company, i.e. Mr. Steven Tan Chee Chuan as the
Chairman, Messrs Ong Sim Ho and Steven Uhlmann as members.
The
RC
is guided by its written Terms of Reference, which clearly sets out its authority and duties.
The number of meetings held and attendance at the meetings are as follows:
Remuneration Committee Meetings
Name of Director
Held
Attended
Steven Tan Chee Chuan (Chairman)
1
1
Ong Sim Ho (Member)
1
1
Steven Uhlmann (Member)
1
1
In addition, informal meetings were also held during the year as well as circular resolutions were also passed.
The
RC
oversees and approves recommendations on the non-Executive and Executive Directors’ remuneration, with the aim of
building capable and committed management teams through competitive compensation and focused management and progressive
policies. The review covers all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses,
share incentives and benefits-in-kind. The Committee’s recommendations are made in consultation with the Chairman of the Board
and submitted for endorsement by the Board. No director is involved in deciding his own remuneration.
The
RC
has reviewed the system for determining the remuneration packages for the Key Management Personnel based on certain
established principles. For FY 2014, the RC has considered and approved the remuneration packages of the CEO and the Executive
Director, Mr Wong Chi Hung who has resigned on 30 June 2014. They had also reviewed and considered the CEO’s recommendation
on remuneration proposal for the Key Management Personnel which include salary increment, bonus and benefits-in kind.
