Draft agendas for Board and Board committee meetings are circulated to the executive directors and Board committee chairmen
respectively, in advance, in order for them to suggest items onto the agenda and/or review the usefulness of the items in the proposed
agenda.
Board members have separate and independent access to the Company’s senior management and the Company Secretary. The Company
Secretary or his representative will attend all meetings of the Board and Board Committees and assists in ensuring that relevant
procedures are followed and reviewed such that the Board and Board Committees function effectively. The decision to appoint or remove
the Company Secretary is a decision made by the Board as a whole.
Should directors, whether as a group or individually, need independent professional advice to enable them to discharge their duties, the
Company, subject to the approval of the Board, will appoint a professional advisor to render advice at the cost of the Company.
Remuneration Matters
Procedures For Developing Remuneration Policies
Principle 7:
There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the
remuneration packages of individual directors. No director should be involved in deciding his own remuneration.
The RC comprises the following members, all of whom are Independent and Non-Executive Directors:
Ong Seh Hong
Chairman and Independent Director
Khor Poh Hwa
Member and Independent Director
Koh Lian Huat
Member and Lead Independent Director
The principal responsibilities of the RC are set out in the terms of reference and its key functions include:
•
reviewing and recommending to the Board, a framework of remuneration and to determine the specific remuneration packages
and terms of employment for directors, the CEO, senior management of the Group and employees related to directors or
controlling shareholders of the Group;
•
reviewing the service contracts of the executive directors; and
•
administering the HLS Employee Share Option Scheme and HLS Performance Share Plan.
No director is involved in deciding his own remuneration, except in providing information and documents if specifically requested by the
RC to assist in its deliberations.
The RC’s review covers all aspects of remuneration, including salaries, fees, allowances, bonuses and benefits-in-kind. The RC’s
recommendations are submitted for endorsement by the entire Board.
The RC members are knowledgeable in the field of executive compensation and also have access to expert advice from external
consultants, where necessary.
Level and Mix of Remuneration
Principle 8:
The level and the structure of remuneration should be aligned with the long-term interest and risk policies of the company, and
should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship of the company, and (b) key
management personnel to successfully manage the company. However, companies should avoid paying more than is necessary
for this purpose.
The Company adopts a remuneration policy for employees and executive directors comprising a fixed component in the form of a base
salary, and a variable component in the form of a bonus that is linked to the performance of the Company, the individual, the industry
and the economy, to align their interests with those of shareholders.
CORPORATE GOVERNANCE REPORT
Hock Lian Seng Holdings Limited
Annual report 2014
19
