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A N N U A L R E P O R T 2 0 1 6
CORPORATE
GOVERNANCE
Guideline
Code and/or Guide Description Company¡¯s Compliance or Explanation
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/her
remuneration package.
7.3
Were remuneration consultants
engaged in the last financial year?
No remuneration consultants were engaged by the Company in FY2016.
Level and Mix of Remuneration
8.1
8.3
Are the Directors¡¯ remuneration
structured so as to link rewards
to corporate and individual
performance?
The Non-Executive Independent Directors do not have any service contracts and are paid
(i) basic directorship fees; and (ii) additional fees for serving as the 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
Mr Han Keen Juan, Mr Lim Tao-E William and Ms 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 fixed bonus and a variable performance bonus
which is based on the performance of the Group.
8.4
Has the Company considered
the use of contractual provisions
to allow the Company to
reclaim incentive components
of remuneration from Executive
Directors and key management
pe r sonne l
i n
excep t i ona l
circumstances of misstatement of
financial results, or of misconduct
resulting in financial loss to the
Company?
The Company currently does not have contractual provisions to allow the Company
to reclaim incentive components of remuneration from Executive Directors and key
management personnel in exceptional circumstances of misstatement of financial results,
or of misconduct resulting in financial loss to the Company. The Company shall consider
the said contractual provisions to be included in future renewals of service contracts
as recommended by the Code. Save as aforesaid, the Company reserves the rights to
employ legal recourse should any Director and/or key management personnel wilfully and
negligently engage in any misconduct.
