The remuneration of the Chief Executive Officer
comprises a fixed salary and allowances, and a bonus
approvedby theBoard,which is linkedtotheCompany’s
performance. The remuneration for Non-Executive
Directors comprises annual fees, meeting allowance for
every meeting that they attend, and reimbursement of
expenses for their services in connection with Board
and Board Committee meetings.
The terms of reference of the RemunerationCommittee
are as follows:
• To review annually and make recommendations to
the Board the remuneration packages, reward
structure and fringe benefits applicable to Chief
Executive Officer and Senior Management to
ensure that the rewards commensurate with their
contributions to the Group’s growth and
profitability.
• To review annually the performance of the Chief
Executive Officer and Senior Management and
recommend to the Board specific adjustments in
remuneration and reward payments if any, to
reflect their contributions for the year.
• To ensure that the level of remuneration of the
Non-Executive Directors are linked to their level of
responsibilities undertaken and contributions to
the effective functioning of the Board.
• To keep abreast of the terms and conditions of
service of the Chief Executive Officer and key
Senior Management including their total
remuneration packages for market comparability;
and to review and recommend to the Board
changes whenever necessary.
• To keep abreast of the remuneration packages of
the Non-Executive Directors to ensure that they
commensurate with the scope of responsibilities
held and to review and recommend to the Board
changes whenever necessary.
Meetings of the Remuneration Committee are held as
and when necessary, and at least once a year. The
Remuneration Committee met once during the year
and all the members registered full attendance. For the
year, the Committee recommended the Directors’ fees
which were tabled for approval at the 2015 Annual
General Meeting.
BOARD APPOINTMENTS AND
COMMITMENTS
As documented in the approved Board Charter, the
appointment of a new Director is a matter for
consideration and decision by the full Board upon
appropriate recommendation by the Nominating
Committee. The Board appoints its members through
a formal and transparent selection process which is
consistent with the Articles of Association of the
Company. All new appointees will be considered and
evaluated by the Nominating Committee for the
candidates’ ability in terms of their skills, knowledge,
experience, expertise and integrity to discharge
responsibilities as expected of them. In the case of
candidate for Independent Non-Executive Director,
the Nominating Committee also evaluates the
candidate’s ability to discharge such responsibility or
functions as expected of an Independent Non-
Executive Director. The Company Secretary will ensure
that all appointments are properly made and that legal
and regulatory obligations are met. New Directors are
expected to have such expertise so as to qualify them
to make positive contribution to the Board,
performance of duties and to give sufficient
commitment, time and attention to the affairs of the
Company.
The Company Secretary has the responsibility of
ensuring that relevant procedures relating to the
appointment of new Directors are properly executed.
The Company has adopted an induction program for
newly appointed Directors. The induction program
aims at communicating to the newly appointed
directors, the Company’s vision and mission, its
philosophy and nature of business, current issues
within the Company, the corporate strategy and the
expectations of the Company concerning input from
Directors.
an n ual repo rt 2015
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