The Remuneration Policy (“the Policy”) sets out to provide remuneration principles and guidelines for the Non-Executive Directors (“NEDs”), Executive Directors (“EDs”) and Senior Management of the Company and its subsidiaries.
The Policy is designed with the aim to support the Company’s long-term objectives and create a strong performance-orientated environment to be able to attract, motivate and retain the right talent in the Board and Senior Management. The Remuneration Policy shall adhere to the following key principles:
- The remuneration policy and procedures shall be aligned with the business strategy and long-term objectives of the Company and are competitive and comparable with the relevant market and industry;
- Remuneration should commensurate with the level of responsibility of the Directors and Senior Management as well as the demands, complexities and performance of the company;
- To consider appropriate incentives to attract talent as well as nurture and retain high calibre Directors and Senior Management, whilst taking into account the interests of other stakeholders, including shareholders and employees; and
- To ensure that the remuneration and incentives for Independent Directors do not conflict with their obligation to bring objectivity and independent judgment on matters discussed at board meetings.
The Board recognizes the need to be competitive in today’s volatile business environment and the Directors’ and Senior Management’s remuneration packages are dictated by market competitiveness and level of experience or responsibilities involved. Any review or change to the existing package will be deliberated upon by the Board as a whole upon recommendation from the Remuneration Committee (“RC”), with individual Directors abstaining from discussion of his/her own remuneration.
SCOPE OF REMUNERATION POLICY
This policy is applicable to the Managing Director (“MD”) or Chief Executive Officer (“CEO”) (who is on the Board), EDs, NEDs and Senior Management, who shall be primarily responsible for, among others, running the Company and its subsidiaries’ (“Group”) business operations, management of corporate and financial affairs and who shall report directly to the CEO or MD of the Company to assist the Board in meeting the operational objectives, strategic goals and business requirements of the Group.
POLICY ON REMUNERATION FOR MANAGING DIRECTOR OR CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTORS AND SENIOR MANAGEMENT
Remuneration packages for Managing Director or Chief Executive Officer, EDs and Senior Management shall involve a balance between fixed and performance-linked (variable) elements and the profitability of the Group as a whole. The relative weightage of fixed and variable remuneration for performance varies with level of responsibility, complexity of the role and typical market practice.
The executive remuneration should be set at a competitive level for similar roles within comparable markets to recruit and retain high quality Executive Directors and Senior Management. Individual pay levels should reflect the performance of the individual, skills and experience as well as responsibility undertaken.
The remuneration package for Managing Director or Chief Executive Officer, EDs and Senior Management shall consist of both fixed (i.e. base salary and benefits) and variable (ie. performance based incentive and/or bonus) remuneration components.
Salaries payable to the Managing Director or Chief Executive Officer, EDs and Senior Management shall not include a commission on or percentage of turnover or profits and the performance-based incentive is determined in a manner which promotes sound risk management and does not induce excessive risk-taking.
To review nature of commitments in the event of early termination of Directors and Senior Management (e.g. severance payment).
Policy on Other Benefits (Non-Cash Benefit) for the Managing Director or Chief Executive Officer, Executive Directors and Senior Management
Managing Director or Chief Executive Officer, EDs and Senior Management shall be entitled to benefits provided to employees of the Company and other additional benefits as approved by the Board.
Allowances relating to business expenses (i.e. entertainment and travel) incurred are reimbursed in such a way as to give rise to no additional compensation to the EDs and Senior Management. All claims for reimbursements must be accompanied with receipts and submitted to the respective immediate superior for processing on a timely basis.
POLICY ON REMUNERATION FOR NON-EXECUTIVE DIRECTORS
Fees payable to NEDs shall be by a fixed sum, and not by way of a commission on or percentage of profits or turnover.
NEDs receive remuneration in the form of directors’ fees and other benefits payable as compensation for their services plus the reimbursement of expenses (i.e. meeting allowances) incurred in the course of performing their services.
The remuneration of NEDs shall take into account fee levels and trends for similar positions in the market and the time commitment required from the Director.
The fees of NEDs are reviewed by the Board and where necessary, advised by subject matter experts or consultants, taking into account the fees paid to NEDs of comparable companies and capacity to attract and retain highly competent NEDs.
NEDs are not entitled to receive performance-based bonuses nor participate in shortterm and/or long-term incentive plans
The remuneration package of NEDs will be a matter to be deliberated by the Board, with the Director concerned abstaining from deliberations and voting on deliberations in respect of his individual remuneration.
POLICY ON REMUNERATION OF ALTERNATE DIRECTOR
Any fee paid by the Company to an Alternate Director representing a Board member shall be deducted from the Director’s remuneration that the person is representing.
IMPLEMENTATION AND ADHERENCE TO THE POLICY
The fees of Directors, and any benefits payable to Directors shall be subject to annual shareholders’ approval at a general meeting.
Any benefits payable to the Directors (save for entitlement given due to his/her office as Executive/ Management position) including any compensation for loss of employment of a Director or former Director of the Group shall be approved at a general meeting.
Directors who are shareholders should abstain from voting at general meetings to approve their fees. Similarly, EDs shall not be involved in deciding their own remuneration.
REVIEW OF THE POLICY
The RC will review and assess the effectiveness of the Policy as and when required. The RC shall deliberate on appropriate amendments to be made to the Policy to make it more cohesive and any recommendation for revisions shall be highlighted to the Board for approval.