The RC comprises the following three independent non-executive directors as at the date of this report:
The RC is established for the purpose of ensuring that there is a formal and transparent procedure for fixing the remuneration packages of individual directors. The overriding principle is that no director should be involved in deciding his own remuneration. It has adopted written terms of reference that define its composition, procedures governing meetings, duties and powers, reporting procedures, disclosure in the annual report in compliance with the Code of Corporate Governance and procedures relating to changes in the RC’s Terms of Reference. Where necessary, the RC may seek professional advice on remuneration matters.
The duties of the RC are as follows:
One of the responsibilities of the RC is to review the remuneration framework of the Board and key management personnel in the Group, and to consider and review the remuneration package and / or service contract terms for each of the directors and key management personnel.
Executive directors do not receive directors’ fees. They have service agreements with the company that are renewed every three years. In addition to the basic salary component and benefits-in-kind, the executive directors’ remuneration is linked to performance via a tiered incentive bonus based on profit before tax. The Remuneration Committee reviews the audited group financial results against the targets achieved before approving the distribution of the annual incentive bonus.
The independent non-executive directors are paid director’s fees, consisting of a base fee for their appointments in the Board and its committees and fees for chairing each board committee and / or being a Lead Independent Director, for their effort and time spent and for their responsibilities and contribution to the board. As the job of the independent non-executive director is made more difficult with the ever-changing accounting standards and to keep track of developments in the regulatory landscape namely, the enhanced auditor’s report, audit quality indicators, financial reporting surveillance programme and corporate governance, this would require the Board members to stay updated with increasingly technical standards that require higher levels of understanding and judgement. In view of the increased responsibilities, the RC has recommended and the Board has accepted the proposed increase in directors’ fees from $126,000 for FY2015 to $150,224 for FY2016.The fee structure is as follows:
|Base fee for appointments in the Board and its committees||$47,000|
|Additional fee for chairing each Board Committee||$3,000|
|Additional fee for appointment as Lead Independent Director||$2,000|
This recommendation will be tabled for shareholders’ approval at the forthcoming AGM.
Key management remuneration comprise basic salary and a variable bonus which is based on individual and Group performance as a whole for that year. Key performance indicators that determine performance are different for each key management personnel.
Since FY2013, the Company has commenced the use of claw back clauses for key management positions whereby the Company shall have the right to reclaim all or any portion of bonus payment within the last three fiscal years in the event of significant restatement of the Company’s financial statements due to fraud or misconduct committed by the bonus recipient.
For competitive reasons and difference in salary benchmarks across the countries we operate in, the Company shall disclose the remuneration of individual executive directors and the top five key management personnel on a named basis in bands of $250,000.
The breakdown of remuneration for each director and the top five key employees for FY2016 are as follows:
|Remuneration Band/Remuneration||Salary1 (%)||Bonus
|Dr Dora Hoan Beng Mui||$3,000,000 to $3,250,000||26||73||1||-||100|
|Dr Doreen Tan Nee Moi||$3,000,000 to $3,250,000||26||73||1||-||100|
|Mr Huang Ban Chin||$1,500,000 to $1,750,000||31||68||1||-||100|
|Mr Lee Sen Choon||$52,000||-||-||-||100||100|
|Mr Ravindran Ramasamy||$50,000||-||-||-||100||100|
|Mr Chan Soo Sen||$40,984||-||-||-||100||100|
|Mr Robson Lee Teck Leng(2)||$7,240||-||-||-||100||100|
|Top Five Key Management Personnel|
|Mr Simon Yeh||$750,000 to $1,000,000||22||78||-||-||100|
|Mr Jerry Lu Shih Chieh||$250,000 to $500,000||54||45||1||-||100|
|Ms Koh Hui||$250,000 to $500,000||54||45||1||-||100|
|Dr Gan Kok Wee||$250,000 to $500,000||56||44||-||-||100|
|Mr Sugiharto Husin||$250,000 to $500,000||54||45||1||-||100|
(1) Comprises salary and all CPF contributions
(2) Mr Robson Lee Teck Leng resigned on 22 February 2016
There are no extraordinary termination, retirement and post-employment benefits granted to the directors and the top five key management personnel. Compensation for immediate termination is the notice period remuneration unless termination is due to misconduct, where no compensation will be granted.
The aggregate of the total remuneration paid to the top five key management personnel for FY2016 is $2,130,606.
In line with the revised code of corporate governance, details of the remuneration of employees who are immediate family members of a director or the CEO, and whose remuneration exceeds $50,000 during the year are disclosed as follows:
|Immediate Family Member of Director||Relationship with director||Designation||Remuneration Bands|
|Hoan Beng Hua||Brother of Dr Dora Hoan Beng Mui||Senior Production Supervisor||$100,000 – $150,000|
|Tan Sing Keng, Joseph||Brother of Dr Doreen Tan Nee Moi||Warehouse Assistant||$50,000 – $100,000|
As mentioned in the policy for remuneration above, bonus targets are used to drive performance and amounts declared are based on individual performance and company performance as a whole for FY 2016.