Sustainability and Governance Report
[Corporate
GOVERNANCE
Principle 5: Board Performance
The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its Board Committees and individual directors.
In evaluating the Board's performance, the NC implements a self-assessment process that requires each director to submit the assessment based on the performance of the Board
as a whole during the year under review. This self-assessment process takes into account, inter alia, the board composition, maintenance of independence, board information, board
process, board accountability, communication with top management and standard of conduct.
REMUNERATION MATTERS
Principle 6: Procedures for Developing Remuneration Policies
The Board has a formal and transparent procedure for developing policies on Director and executive remuneration, and for fixing the remuneration packages of Individual
Directors and Key Executive Officers. No Director is involved in deciding his/her own remuneration.
Principle 7: Level and Mix of Remuneration
The level and structure of remuneration of the Board and Key Executive Officers are appropriate and proportionate to the sustained performance and value creation of
the company, taking into account the strategic objectives of the Company.
The Remuneration Committee was formed on 25 May 2002. The RC is chaired by Ms Heng Su-Ling, Mae and its members are Mr Anthony Clifford Brown and Mr Wong King Kheng,
all of whom are directors independent of management and free from any business or other relationships, which may materially interfere with the exercise of their independent
judgement. The RC has access to expert advice in the field of executive compensation outside the Company where required.
Name of director
Heng Su-Ling, Mae (Chairman)*
Anthony Clifford Brown (Member)*
Wong King Kheng (Member)*
* The meeting was held via tele-conference.
Appointment
Independent
Independent
Independent
Currently, the Company does not have any executive share option scheme in place.
No. of meetings held
1
1
1
Attendance
1
1
1
The RC's role is to review and approve recommendations on remuneration policies and packages for key executives and senior management. It reviews the remuneration packages
with the aim of building capable and committed management teams through competitive compensation and focused management and progressive policies. The RC recommends
to the Board's endorsement, a framework of remuneration which covers all aspects of remuneration including but not limited to directors' fees, salaries, allowances, bonus, share
options and benefits in kind. No director is involved in deciding his own remuneration.
The remuneration of the Independent Directors is in the form of a fixed fee after taking into consideration factors such as effort, time spent and responsibilities of the Directors.
Independent Directors' fees are subject to the Shareholders' approval at the Annual General Meeting.
17View entire presentation