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CORPORATE GOVERNANCE
(d) reviewing the Company’s obligations arising in the event of termination of the executive directors and key executives’ contracts of service
to ensure that such contracts contain fair and reasonable termination clauses which are not overly generous;
(e) ensuring that existing relationships, if any, between the Company and its appointed remuneration consultants will not affect the
independence and objectivity of the remuneration consultants;
(f) reviewing whether executive directors, non-executive Directors and key executives should be eligible for options, share incentives, awards
and other benefts under long term incentive schemes; and
(g) generally, perform such other functions and duties as may be required by the relevant laws or provisions of the Catalist Rules and the Code
(as may be amended from time to time).
Each member of the RC shall abstain from voting on any resolutions and making any recommendations and/or participating in any deliberations of
the RC in respect of his remuneration package.
Principle 8 – Level and Mix of Remuneration
The RC will review at least annually all aspects of remuneration, including Directors’ fees, salaries, allowances, bonuses and benefts-in-kind to
ensure that the remuneration packages are appropriate to attract, retain and motivate the Directors to provide good stewardship of the Company,
key executives to successfully manage the Company and employees capable of meeting the Company’s objectives and that the remuneration
commensurate to such person’s duties and responsibilities.
The Non-Executive Independent Directors do not have any service contracts and will be paid a basic fee and additional fees for serving
as Chairman on each of the Board Committees. The RC recommends the payment of such fees in accordance with the contributions of the
Independent Directors, taking into account factors such as effort and time spent and the responsibilities of the Independent Directors, which will
then be endorsed by the Board and subjected to the approval of shareholders at the AGM.
The Company has entered into service agreements with three Executive Directors, namely Han Keen Juan, Lim Tao-E William and Chow Hui Shien.
The service agreements with the Executive Directors are for a period of three years. The Executive Directors will not be receiving any Directors’
fees from the Company or its subsidiary companies and their remuneration comprises a basic salary, a fxed bonus and a variable performance
bonus which is based on the performance of our Group.
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Annual Report 2014 •