BUILDING ON OUR EXTENSIVE NETWORK
z
in the case of service agreements, considering what compensation commitments the directors’ or key
executives’ contracts of service, if any, would entail in the event of early termination with a view to be fair
and avoid rewarding poor performance and to recognise the duty to mitigate loss;
z
approving performance targets for assessing the performance of each of the key executive of the Group
and recommending such targets as well as employee specific remuneration packages for each of such
key executive for endorsement by the Board; and
z
administering the share incentive plans of the Company, if any.
The RC reviews and recommends to the Board the framework of remuneration for key executives and for
directors serving on the Board and Board Committees. The review of specific remuneration packages includes
fees, salaries, bonuses and incentives. It also administers the Company’s Employee Share Option Scheme.
Remuneration for key executives are based on corporate and individual performance with certain key
executives entitled to profit-sharing bonuses based on certain profit on a realized basis. There are appropriate
and meaningful measures in place for the purposes of assessing the performance of the executive directors
and key management personnel. Although the recommendations are made in consultation with Management,
the remuneration packages are ultimately approved by the Board. No director is involved in deciding his own
remuneration.
In performing its function, the RC endeavours to establish an appropriate remuneration policy to attract, retain
and motivate the executive directors and key management personnel whilst at the same time ensuring that the
reward in each case takes into account individual performance as well as corporate performance.
Executive directors have service contracts which include terms for termination under appropriate notice. Non-
executive directors are remunerated based on basic fees for serving on the Board and Board Committees. Such
fees are recommended for approval by shareholders as a lump sum payment at the AGM.
For the financial year ended 30 April 2015, the Company did not use any contractual provisions to reclaim
incentive components of remuneration from executive directors and key management executives in exceptional
circumstances of misstatement of financial results, or of misconduct resulting in financial loss to the Company.
The RC will consider, if required, whether there is a requirement to institute such contractual provisions to allow
the Company to reclaim the incentive components of the remuneration of the executive directors and key
management executives paid in prior years in such exceptional circumstances.
The RC has access to expert professional advice on remuneration matters whenever there is a need to obtain
such advice.
Details of the Company’s Employee Share Option Scheme are provided in the Directors’ Report.
The Board supports and is aware of the need for transparency. However, after deliberation and debate, the
Board is of the view that full disclosure of the specific remuneration of each individual director and the Group’s
key management personnel (who are not directors) is not in the best interest of the Company and therefore
shareholders.
Inter alia
, the Board has taken into account the very sensitive nature of the matter, the relative size
of the Group, the highly competitive business environment the Group operates in and the irrevocable negative
impact such disclosure may have on the Group.
Corporate Governance
(Cont’d)
ANNUAL REPORT 2015
22
