ANNUAL REPORT 2015
37
CO R P O R AT E GOV E R NAN C E R E P O R T
(CONTINUED)
Access to Information
Directors have unfettered access to complete and adequate information on the Group’s financials and operations in a timely
manner. Comprehensive information including strategic, financials, key operational and compliance matters is provided to
Directors on a monthly and 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 within 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 Constitution 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.
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 payable to the Non-Executive Directors to be recommended
for shareholders’ approval. 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.
During the year, the RC, through management, appointed Mercer, an independent consultant to review the remuneration
structure of senior executives, which includes the short and long term incentive schemes.
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.
Level and Mix of Remuneration and Disclosure on Remuneration
The RC takes into consideration current industry norms on compensation and adopts a remuneration policy in line with industry
practices. None of the Non-Executive Directors have any service contract or consultancy agreement with the Company. Non-
Executive Directors, including the Chairman of the Board, are paid directors’ fees which comprise a basic fee and additional
fees for serving on Board Committees. The RC recommends Directors’ fees to the Board for endorsement prior to submission
to shareholders for approval at each annual general meeting. The Company’s share option scheme allows for grants of share
options to Non-Executive Directors. To date, the Non-Executive Directors have not been granted any share option.
