SUNNINGDALE TECH LTD
ANNUAL REPORT 2014
CORPORATE GOVERNANCE REPORT
30
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.
In setting remuneration packages, the Company takes into account pay and employment conditions within the same industry and in
comparable companies, as well as the Group’s relative performance and the performance of individual directors.
The independent and non-executive directors receive directors’ fees, in accordance with their contributions, taking into account
factors such as effort and time spent, responsibilities of the directors and the need to pay competitive fees to attract, motivate and
retain the Directors. Directors’ fees are recommended by the Board for approval at the Company’s AGM. The Board concurred with
the RC’s proposal for non-Executive Directors’ fees for FY 2014. The RC and the Board are of the view that the remuneration of the
Directors is appropriate and not excessive, taking into account the aforesaid factors and the increasingly onerous responsibilities of the
Directors. The fees for the non-Executive Directors are subject to approval by the shareholders at the Company’s forthcoming AGM.
The Executive Directors do not receive Directors’ fees. The remuneration for the Executive Directors and the Key Management
Personnel comprise a basic salary component and a variable component which is the annual bonus and the share awards, based on
the performance of the Group as a whole and their individual performance.
Key Management Remuneration
The Company’s Key Management personnel remuneration structure is designed to include long-term incentives, which motivate and
reward key management personnel, and allows the company to align the key management compensation with market practice. Their
remuneration structure includes the following components:-
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Fixed remuneration based on the level of responsibility, which constitutes a significant part of the total remuneration;
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Variable bonus based on the achievement of the established targets and contributions; and
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The Restricted Share Plan Scheme aimed at retaining talents and creating long term shareholder value.
Fixed Remuneration
The fixed remuneration is established taking into account the role and responsibility of the positions within the Group. A Job Grading
and Salary Structure System has been established for all functions and positions. The system reflects the value of the positions
benchmarking their equivalence and market rates outside. However, while benchmarking is used, it is not solely to match the ‘median’
market rates but to provide a point of reference for determining the appropriate level of pay.
The Group also offers other benefits such as transport allowance as part of the fixed monthly wage. This incentive which enables staff
to discharge their duties and responsibilities more effectively and efficiently helps to attract and retain staff to work in the Company
which is away from the city.
As a rule of thumb, the fixed remuneration accounts for about 70% to 80% of the total remuneration.
No special arrangement has been made in relation to the recruitment or termination of key management personnel. The terms and
conditions of the employment agreement are in line with the relevant government legislations and industrial norm and in accordance
with the job scope of the individuals.
CORPORATE GOVERNANCE REPORT
