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25 24 Best World International Limited
Annual Report 2011
Best World International Limited
Annual Report 2011
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 fxing the remuneration packages of individual directors. No director should be involved in deciding his
own remuneration.
The RC is established comprising of three members whom are non-executive independent directors.
Chairman : Mr Robson Lee Teck Leng
Member : Mr Lee Sen Choon
Member : Mr Ravindran Ramasamy
No member of the RC has expertise in the feld of executive compensation. However, the RC may seek
professional advice on remuneration matters as and when necessary. The expense of such professional advice
is borne by the Company.
The RC is established for the purpose of ensuring that there is a formal and transparent procedure for fxing 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 defnes its membership, roles and
functions and administration.
The duties of the RC are as follows:
a)To review and recommend to the Board a framework of remuneration for executive directors and senior
management staff;
b) To review the remuneration packages of employees related to any of the executive directors, Group MD &
CEO or substantial shareholder; and
c)To recommend to the Board, the Executives’ and Employees’ Share Option Schemes or any long term
incentive scheme.
By reviewing remunerations packages annually, this aims to build a more capable and committed management
team through competitive compensation and focused management and progressive policies.
Level of Mix of Remuneration
Principle 8: The level of remuneration should be appropriate to attract, retain and motivate the directors needed
to run the company successfully but companies should avoid paying more than is necessary for this purpose.
A signifcant proportion of executive directors’ remuneration should be structured so as to link rewards to
corporate and individual performance.
Board Performance
Principle 5: There should be a formal assessment of the effectiveness of the Board as a whole and the contribution
by each director to the effectiveness of the Board.
An effective Board is able to make sound decisions and act in the best interests of the Company and its
shareholders.
The NC is responsible to review, assess and to determine on an annual basis, the independence of directors and
the effectiveness of the Board as a whole and the contribution by each individual director to the effectiveness of
the Board in the year 2011.
The Directors also completed assessment checklists to assess each individual Director’s contributions to the
effectiveness of the Board on an annual basis. The factors assessed include attendance and participation at
board meetings, compliance with Company’s policies and procedures, contribution and performance in respect
of specifc tasks delegated and other factors that will assist in assessing the overall effectiveness of the Board.
Access to Information
Principle 6: In order to fulfll their responsibilities, Board members should be provided with complete, adequate
and timely information prior to board meetings and on an on-going basis.
The Board is furnished with board papers fve days in advance prior to any board meeting. These papers
are issued in suffcient time to enable the directors to obtain additional information or explanations from
the Management, if necessary. However, sensitive matters may be tabled at the meeting itself or discussed
without papers being distributed. The board papers include minutes of the previous meeting, reports relating
to investment proposals, fnancial results announcements, and reports from committees, internal and external
auditors. The management further provides information and additional insights during board and committee
meetings on the matters discussed.
The directors may communicate directly with the Management team and the Company Secretary on all matters
whenever they deem necessary. The Company Secretary attends all board and committee meetings and is
responsible for recording of the proceedings.
The Board has separate and independent access to the Company Secretaries and to other senior management
executives of the Group at all times in carrying out their duties.
The Company currently does not have a formal procedure for directors to seek independent and professional
advice for the furtherance of their duties. However, directors may, on a case-to-case basis, propose to the Board
for such independent and professional advice, the cost of which may be borne by the Company.
CORPORATE
GOVERNANCE