DEFINING DESIGN
QUALITY
110
Rationale
Mr. Roy Ong is the Executive Director and Creative Director of Kingsmen Design Pte Ltd (“
Kingsmen Design
”),
a wholly-owned subsidiary of the Company. Mr. Roy Ong is responsible for charting the creative direction
and developing the design capabilities of Kingsmen Design, ensuring that all designs meet the aesthetic,
functional and budgetary requirements of the Group’s clients.
The Company seeks to reward Mr. Roy Ong, via the Proposed Award, for his good performance and valuable
contributions to the Group over the years. The Proposed Award will form a part of Mr. Roy Ong’s remuneration.
The Company recognises that Mr. Roy Ong has made significant contributions to the growth of the Group.
From FY2008 to FY2014, the Group’s research and design business segment achieved a compounded annual
growth rate of 14.0% in segment revenue from S$5.9 million to S$12.9 million and a compounded annual
growth rate of 10.5% in segment profits from S$1.7 million to S$3.0 million.
The Directors are of the view that granting the Award to Mr. Roy Ong will motivate him to continue to achieve
superior performance, and create greater Shareholders’ value in order to realise the benefits of the Award in
due course. This will enhance Mr. Roy Ong’s long-term commitment to the Group, and promote the long-term
growth and development of the Group.
The Committee is of the view that granting the Award to Mr. Roy Ong will provide him with an increased
sense of ownership in, and encourage greater dedication to, the Group, which would align Mr. Roy Ong’s
interests with the interests of Shareholders. In arriving at the value of the Proposed Award to Mr. Roy Ong
and the number of Performance Shares proposed to be granted, the Committee took into consideration,
inter alia
, Mr. Roy Ong’s scope of responsibilities and potential for future development, his performance
and contributions to the Group, the Group’s financial performance and comparable industry benchmarks for
executive remuneration.
Mr. Simon Ong has abstained from the decision-making process of the Board and the Committee in relation
to the Proposed Award to Mr. Roy Ong.
3.4 Applicable rules of the Listing Manual
(a)
Independent Shareholders’ Approval
Pursuant to Rule 853 of the ListingManual, the Company is required to seek Independent Shareholders’
approval for the grant of Awards to Mr. Benedict Soh, Mr. Simon Ong and Mr. Roy Ong in accordance
with the terms set out in Sections 3.1, 3.2 and 3.3 respectively.
(b)
Maximum entitlement for Controlling Shareholders and their Associates
As stated in Rules 845(2) and 845(3) of the Listing Manual:
(i)
the aggregate number of Shares available (“
Available Shares
”) to Controlling Shareholders and
their Associates must not exceed 25% of the total number of Scheme Shares; and
(ii)
the number of Available Shares to each Controlling Shareholder or his Associate must not
exceed 10% of the total number of Scheme Shares.
As at the Latest Practicable Date:
(i)
there is a total of 29,182,989 Scheme Shares.
(ii)
the aggregate awards of Available Shares to Controlling Shareholders and their Associates
(excluding the Proposed Awards) comprise of:
(1)
the award of 36,830 Performance Shares, representing 0.13% of the total number of
Scheme Shares, to Mr. Roy Ong in FY2011 (“
2011 Award
”);
(2)
the award of 182,830, 182,830 and 49,900 Performance Shares, representing 0.63%,
0.63% and 0.17% of the total number of Scheme Shares to Mr. Benedict Soh, Mr. Simon
Ong and Mr. Roy Ong respectively in FY2013 (“
2013 Award
”); and
(3)
the award of 118,140, 118,140 and 10,080 Performance Shares, representing 0.40%, 0.40%
and 0.03% of the total number of Scheme Shares to Mr. Benedict Soh, Mr. Simon Ong
and Mr. Roy Ong respectively in FY2014 (“
2014 Award
”).
Upon vesting of the Proposed Awards, assuming that the maximum number of Performance
Shares are issued, the aggregate awards of Available Shares to Controlling Shareholders and
their Associates (including the Proposed Awards) will comprise 3.45% of the total number of
Scheme Shares.
Letter To Shareholders
