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annual report 2011
REPORT OF
THE DIRECTORS
Share options (cont’d)
There were no options to take up unissued shares of the Company or its subsidiaries which were granted during the fnancial period under
review. No other options to take up unissued shares of the Company or its subsidiaries were outstanding as at the end of the fnancial year. No
shares were issued by way of the exercise of the options during the fnancial year under review.
Kingsmen Performance Share Scheme
The Kingsmen Performance Share Scheme (the “KPSS”) was approved and adopted by the members of the Company at an EGM of the
Company held on 29 April 2009. The implementation of the KPSS is to complement the existing ESOS and allows for participation by (a)
Group employees, (b) Group Executive Directors (which refers to directors of the Company and/or any of its subsidiaries, as the case may be,
who performs an executive function within the Group), (c) Non-Executive Directors (which refers to independent directors of the Company or
directors of the Company and/or any of its subsidiaries, as the case may be, other than a Group Executive Director) and (d) associated company
employees. Persons eligible to participate in the KPSS who are also controlling shareholders or associates of a controlling shareholder would
be eligible to participate in the KPSS subject to the rules of the Listing Manual of the Singapore Exchange Securities Trading Limited (“Listing
Manual”). Under the KPSS, an award of fully paid shares of the Company may only be vested and consequently any shares comprised in
such awards shall only be delivered upon (i) the committee administering the KPSS (“KPSS Committee”) being satisfed that the participant
has achieved the pre-determined performance targets and/or due recognition should be given for good work performance and/or signifcant
contribution to the Company and/or (ii) the Company decides to pay a pre-determined percentage of a Group employee’s annual cash bonus
payment in the form of shares. The pre-determined performance targets for each participant and the pre-determined percentage of a Group
employee’s annual cash bonus payment in the form of shares shall be determined by the KPSS Committee in its absolute discretion.
The KPSS Committee consists of the directors of the Company (being the three Executive Directors, Mr Benedict Soh Siak Poh, Mr Simon
Ong Chin Sim and Mr Anthony Chong Siew Ling, and the three Independent Directors, Mr Lee Hock Lye, Mr Prabhakaran Narayanan Nair
and Mr Wong Ah Long). The quorum for any KPSS Committee meeting shall be three (3) directors, of which two (2) of the directors shall be
Independent Directors. The KPSS shall be administered by the KPSS Committee in its absolute discretion with such powers and duties as are
conferred on it by the Board, except that in compliance with the requirements of the Listing Manual, no member of the KPSS Committee shall
participate in any deliberation or decision in respect of share awards granted or to be granted to him.
The KPSS shall continue in force at the discretion of the KPSS Committee, subject to a maximum period of ten (10) years commencing on the
date the KPSS is adopted by the Company in general meeting, provided always that the KPSS may continue beyond the above stipulated period
with the approval of shareholders of the Company by ordinary resolution in general meeting and of any relevant authorities which may then be
required. The KPSS may be terminated at any time by the KPSS Committee or by resolution of the Company in general meeting subject to all
relevant approvals, which may be required, and if the KPSS is terminated, no further awards shall be vested by the Company.