29
Report on
Corporate Governance
(e) reviewing the link between performance and reward in the remuneration structure of each of the
Director and Key Management Personnel and recommend such targets for each of such Director and
Key Management Personnel
,
for endorsement by the Board
.
The RC comprises entirely of Non-Executive Directors
,
all of whom are independent
.
The RC meets at least
once a year
,
and as warranted by circumstances
,
to discharge its functions
.
The RC members are
:
– Ch
’
ng Li-Ling (Chairman)
– Lee Gee Aik
– Eddie Yong
All recommendations made by the RC on remuneration of Directors and Key Management Personnel will be
submitted to endorsement by the Board
.
No member of the RC is involved in setting his or her remuneration
package
.
As and when deemed appropriate by the RC
,
independent expert advice will be sought at the
Company
’
s expense
.
The RC shall ensure that existing relationships
,
if any
,
between the Company and its
appointed remuneration consultants will not affect the independence and objectivity of the remuneration
consultants
.
Principle 8 – Level and Mix of Remuneration
The RC recommends to the Board the quantum of directors
’
fees and the Board in turn endorses the
recommendation for shareholders
’
approval at each AGM
.
To facilitate timely payment of directors
’
fees
,
the
Company has recommended for the directors
’
fees amounting to S$168
,
000 to be paid on a quarterly basis
in arrears for FY2016 once approval is obtained from shareholders at the forthcoming AGM
.
For FY2015
,
a recommendation would be made to shareholders to approve the payment of S$93
,
935 to the
Non-Executive Directors
.
The remuneration packages take into consideration the performance of the Group and individual assessment
of each Non-Executive Director
,
the level of contribution to the Company and Board
,
taking into account
various factors including but not limited to efforts and time spent
,
responsibilities and duties of the Directors
.
For the Executive Directors and Key Management Personnel
,
each of their service agreements and/or
compensation packages is reviewed by the RC
.
These service agreements cover the terms of employment
and specifically
,
the salaries and bonuses of the Executive Directors and Key Management Personnel
.
The
Company may terminate a service agreement if
,
inter alia
,
the relevant Executive Director or Key Management
Personnel is guilty of dishonesty or serious or persistent misconduct
,
become bankrupt or otherwise act to
the Company
’
s prejudice
.
Executive Directors of the Company are not entitled to any Directors
’
fees
.
The Company has entered into separate service agreements (the
“
Service Agreements
”
) with the Executive
Directors
,
namely
,
Kelvin Lim and Jess Lim
.
Please refer to the Company
’
s offer document dated 1 April
2015 (the
“
Offer Document
”
)
,
from pages 291 to 294 for the details of the Service Agreements
.
The RC will ensure that the Independent Directors are not overcompensated to the extent that their
independence may be compromised
.
Non-Executive Directors are able to participate in the PSP (as defined
below) and hold shares in the Company so as to better align their interests with the interests of shareholders
.
During FY2015
,
the RC had reviewed the compensation and remuneration packages and believes that the
remuneration of Directors and Key Management Personnel commensurate with their respective roles and
responsibilities
.
For FY2015
,
the Company did not engage any external remuneration consultants to assist
in the review of compensation and remuneration packages
.
There are no termination
,
retirement and post-employment benefits that may be granted to the Directors
,
the Chairman and MD and the top two Key Management Personnel
.
