corporate
governance report
2.
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.
Level and Mix of Remuneration
Principle 8: The level and 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.
Disclosure on Remuneration
Principle 9: Every company should provide clear disclosure of its remuneration policies, level and mix of remuneration,
and the procedure for setting remuneration. It should provide disclosure in relation to its remuneration policies to enable
investors to understand the link between remuneration paid to directors and key management personnel, and performance.
Remuneration Committee
The RC is chaired by Mr Wong Ah Long and comprises Mr Prabhakaran S/O Narayanan Nair and Mr Tan Cher Liang. All the RC
members, including the Chairman, are independent directors. The RC holds at least one meeting in each financial year. The
principal function of the RC, in accordance with its written terms of reference, is to set the remuneration guidelines and policies
of the Group. The RC also administers the Kingsmen Performance Share Scheme (the “
Scheme
”). Details of the Scheme are
contained in the section entitled “Statement by Directors” of this Annual Report.
The Board considers that the members of the RC, who each have years of experience in senior management positions and/or
on the boards of various listed companies, collectively have strong management experience and expertise on remuneration
issues. If necessary, the RC members may seek professional advice inside and/or outside the Company on the remuneration
of all directors and management.
Procedures for Setting Remuneration
The Company has implemented a formal and transparent procedure for developing policy on executive remuneration and for
fixing the remuneration packages of individual directors. The RC reviews and recommends to the Board a general framework
of remuneration and specific remuneration packages for the Board and management, covering all aspects of remuneration
including directors’ fees, salaries, allowances, bonuses, share-based incentives and awards, and benefits-in-kind. The RC’s
recommendations are submitted for endorsement by the entire Board. Each RC member does not participate in discussions,
and abstains from decision-making, relating to any remuneration, compensation or any form of benefits to be granted to him.
The RC also reviews the Company’s obligations, if any, arising in the event of termination of the executive directors’ and/or
management’s contracts of service, to ensure that the termination clauses of such contracts of service are fair and reasonable.
Remuneration Policies
In order to maximise shareholders’ value and promote the long-term growth of the Group, the Company seeks to attract,
retain and motivate management and employees by offering competitive remuneration packages. The remuneration of our
management and employees is set based on, inter alia, the relevant scope and extent of responsibilities, prevailing market
conditions, and comparable industry benchmarks. The Company rewards management and employees based on achievement
of individual performance objectives using indicators such as competencies, key result areas, performance ratings and potential
of the individual and the Group’s financial performance. The Board is of the view that this will motivate our management and
employees to achieve superior performance and promote the long-term growth of the Group. Having reviewed and considered
the variable components of the remuneration of management, which comprises of bonus, incentives and/or share awards that
are moderate, the RC is of the view that there is no requirement to institute contractual provisions to allow the Company to
reclaim these variable components of their remuneration paid in prior years in exceptional circumstances of misstatement of
financial results, or of misconduct resulting in financial loss. The executive directors owe a fiduciary duty to the Company and
the Company should be able to avail itself to remedies against the executive directors in the event of a breach of fiduciary duties.
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