ANNUAL REPORT 2014
37
Access to Information
Directors have unfettered access and timely information on the Group’s financials and operations. Comprehensive information
including strategic, financials, key operational and compliance matters is provided to directors on a monthly/quarterly basis
to enable them to make informed decisions. Matters requiring the Board’s decision are generally sent to directors at least five
working days prior to Board meetings. Board meetings for each year are scheduled at least three months in advance while
urgent Board meetings, if needed, are scheduled at least five days in advance save in exceptional circumstances. The Board
is also provided with opportunities to meet with managers and heads of divisions, as needed to understand the businesses
of the Group.
Directors have separate, independent and unrestricted access to the Company Secretary for assistance. The Company
Secretary attends all Board and Board Committee meetings and ensures that board procedures are followed and the rules
and regulations applicable to the Board are complied with. The Company Secretary is responsible for ensuring information
flows between the Board and Board Committees and between senior management and non-executive directors, advising the
Board on all governance matters, as well as facilitating orientation and professional development as required. Directors may
take independent professional advice, if necessary and with the approval of the Chairman, at the Company’s expense, to carry
out their duties. Under the Articles of Association of the Company, the decision to appoint or remove the Company Secretary
rests with the Board as a whole.
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
The Remuneration Committee (“RC”) comprises three members, namely Mr Sat Pal Khattar, Dr Wee Cho Yaw and Mr Hwang
Soo Jin. The majority of the RC, including the chairman of the RC, Mr Sat Pal Khattar, are independent directors. All the
members of the RC are non-executive directors. The RC is supported by the Group Human Resource and/or external consultants
if needed. During the year, the RC did not use the services of any external consultant.
The principal responsibilities of the RC include:
a)
in consultation with the Chairman of the Board, reviewing and recommending to the Board for its endorsement, a
framework of remuneration for the Board and the key executives of the Company;
b)
determining the specific remuneration packages of each executive director;
c)
reviewing and approving the remuneration packages for key executives; and
d)
administering the Company’s share option scheme.
During the year, the RC reviewed the amount of directors’ fees to be recommended for shareholders’ approval to the non-
executive directors. It also assessed the performance of and determined all aspects of remuneration for the executive directors,
and reviewed the remuneration packages for key executives and share options to eligible staff and the terms thereof.
The RC has reviewed the Group's obligations arising in the event of termination of the Executive Directors' and key executives'
service contracts, to ensure that such service contracts contain fair and reasonable termination clauses.
CORPORATE GOVERNANCE REPORT
(CONTINUED)
