Remuneration Committee
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The Company has a Remuneration Committee comprising a majority of non-executive and independent Directors who are free from any business or other relationships, which may materially interfere with the exercise of their independent judgement.
The Remuneration Committee annually reviews the entire remuneration of the CEO and his direct subordinates, taking into account the performance of the Company and the individuals as well as the competitive situation. It will submit its recommendations on the remuneration packages of the CEO and the executive Directors to the Board for endorsement. It approves the remuneration package of the other key management staff as well as the appointment of new executives whose remuneration is more than US$300,000. The Remuneration Committee's review covers all aspects of remuneration, including salaries, allowances, bonuses, options and benefits-in-kind. The Chairman of the Remuneration Committee is also the Chairman of the Audit Committee.
The members of the Remuneration Committee are :
- Frank, Yung-Cheng Yung, Chairman, Independent Director
- Ronald John Cattell, Independent Director
- Patrick Keith Quarmby, Non-executive Director
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The Remuneration Committee has met once since the last Annual General Meeting, and all members attended, to determine and recommend to the Board remuneration packages for the Board and key executives. No Director participated in decisions on his/her own remuneration.
It is the Company's policy that the remuneration packages of senior executives, which are linked to corporate and individual performance and risk, are appropriate to attract, retain and motivate the executives needed to run the Company successfully. The remuneration packages of both senior executives and non-executives are commensurate to their responsibilities and contributions. The Remuneration Committee has access to expert advice in the field of executive compensation outside the Company when required.
The performance-related elements of remuneration form a significant proportion of total remuneration package of executive Directors.
The remuneration of non-executive Directors is appropriate to the level of contribution, taking into account factors such as effort and time spent and responsibilities of such Directors. The non-executive Directors' fees for the current year are consistent with prior years. The Board recommends the remuneration of the non-executive Directors for approval at the Annual General Meeting.
The employment contracts entered into between the CEO and the executive Directors with the Company are for an initial period of about two years, which are automatically renewed and have notice periods ranging from three to six months. Any special compensation commitments for early termination of the Directors' contracts of service will be negotiated on a case-by-case basis and the Remuneration Committee aims to be fair and avoid rewarding poor performance.
Share options are offered to employees as part of long-term incentive scheme to attract and retain the relevant persons so as to support the growth of the Company. Share options granted to all participants are vested in four tranches over four years as described on page 52 of the Annual Report.
In setting remuneration packages, the Company takes into account the performance of the Company and the individuals, giving consideration to the competitive situation and the combination of fixed and variable remuneration while aligning the interests of the employees with that of the shareholders.
Details of the share option scheme can be found on page 50 of the Annual Report. Based on the Singapore Financial Reporting Standards effective for the current financial year, there is no requirement to recognize and measure the costs of share options. Accordingly, no such costs were recognized in the Company's books.
The Board is accountable to the shareholders while Management is accountable to the Board. The Management provides all members of the Board with balanced and understandable management accounts of the Company's performance, position and prospects on a periodic basis. The Board provides the shareholders with a balanced and understandable assessment of the Company's performance, position and prospects on a quarterly basis. Such responsibility is extended to interim and other price sensitive public reports and reports to regulators (if required).
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