61
ANNUAL REPORT FY2015
Directors are entitled to request from Management additional information to help them make informed
decisions. Management shall provide the same to the directors in a timely manner.
As a general practice, detailed Board papers are circulated to all directors prior to each meeting so as to allow
all directors sufficient time to review and consider the matters to be discussed at the Board meeting.
In exercising their duties, the directors have unrestricted access to the Company’s management, internal and
external auditors.
Directors also have separate and independent access to the Company Secretary. The Company Secretary
is responsible for ensuring that board procedures are followed and that applicable rules and regulations are
complied with. She administers and attends all Board and Board Committees meetings of the Company and
prepares minutes of meetings. Her responsibilities also include advising the Board on all governance matters as
well as facilitating orientation and assisting with professional developments as directed by the Chairman.
The appointment and the removal of the Company Secretary are subject to the Board’s approval.
Professional advices are sought by the Board when necessary to enable the Board or its Independent Directors
to carry out their roles effectively. Individual directors may obtain professional advice to assist them in the
execution of their tasks subject to the approval from the Chairman, at the Company’s expense.
2.
REMUNERATION MATTERS
2.1 Procedures for Developing Remuneration Policies
Principle 7: There shouldbea formal and transparent procedure for developingpolicy on executive remuneration
and for fixing the remuneration packages of individual directors. No director should be involved in deciding his
own remuneration.
RC Composition:
The RC comprises four directors; namely Dr Tan Kim Song (Chairman), COL (Ret) Rodney How
Seen Shing, Professor Pang Eng Fong and Mr Lee Khin Tien. Where necessary, the Committee can engage
professional help from external consultants in areas of executive compensation.
75% of the members of the Remuneration, including its Chairman, are independent, and all its members are
non-executive directors.
Key Terms of Reference:
The key term of reference of the RC are to:
z
recommend to the Board a framework of remuneration for Board members as well as key management
personnel;
z
determine specific remuneration packages for each Non-Executive Director and the Chief Executive
Officer; and
z
review the terms, conditions and remuneration of the key management personnel of the Company.
The RC’s objective is to motivate and retain proficient executives and ensure that the Company is able to
attract competent staff who can contribute to the long-term success of the Company, taking into account the
risk policies of the Company.
