STAMFORD TYRES CORPORATION LIMITED
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DRIVING IT UP
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recommending specific remuneration packages for each of the directors and the executive directors;
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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;
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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
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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.
At the moment, the Company does 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’ Statement.
Corporate Governance
(Cont’d)
