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.
The Board established the RC in March 2003 which currently consists of three independent
directors, namely, Mr Tan Sek Khee, Mr Andre Yeap Poh Leong and Mr Christopher Chong
Meng Tak. Mr Tan Sek Khee is the Chairman of the RC. In discharging their duties, the members
have access to advice from the internal human resources personnel, and if required, advice
from external experts. The operations of the RC are regulated by its terms of reference, which
were approved and are subject to periodic review by the Board.
The RC recommends, in consultation with the Chairman of the Board, a framework of
remuneration policies for key management personnel and directors serving on the Board and
Board Committees, and determines specifically the remuneration package for each executive
director of the Company. The RC covers all aspects of remuneration including but not limited
to directors’ fees, salaries, allowances, bonuses, grant of share options and performance
shares as well as benefits in kind. In addition, the RC also reviews the remuneration of key
management personnel. The RC’s recommendations are submitted for endorsement by the
entire Board. No director is involved in deciding his own remuneration.
Other than the payment in lieu of notice in the event of termination, there were no termination,
retirement and post-employment benefits granted under the executive directors’ and key
management personnel’s contracts of service.
The RC administers both the ASL Employee Share Option Scheme (“ESOS”) approved on
23 January 2003 and the ASL Marine Performance Shares Scheme (“PSS”) adopted at the
Extraordinary General Meeting (“EGM”) held on 20 July 2007, in accordance with the rules
of the ESOS and PSS. Upon adoption of the ASL Employee Share Option Scheme 2012 (ASL
ESOS 2012) at the EGM held on 25 October 2012, the existing ESOS was terminated.
The RC determines and approves the allocation of the share options, the date of grant and
the price thereof under the ASL ESOS 2012. There were no share options granted during
the financial year under the ASL ESOS 2012 and the executive directors are not eligible to
participate in the ASL ESOS 2012. Details of the ASL ESOS 2012 are set out on pages 61 and
62 of this Annual Report.
As at the end of the financial year, there were no shares issued under the PSS. Details of the
PSS are set out on page 62 of this Annual Report.
CORPORATE GOVERNANCE
REPORT
ASL Marine Holdings Ltd. /Annual Report 2015
35
