The Board has separate and independent access to the management and
Company Secretary at all times through email, telephone and face to face
meetings in carrying out their duties. The directors, in furtherance of their
duties, are entitled to take independent professional advice at the expense of
the Company when necessary. The Company Secretary assists the Chairman
to ensure good information flows within the Board and Board Committees
as well as between the management and the independent directors.
The Company Secretary also assists the Board on compliance with regulatory
requirements as well as professional development as required.
The Company Secretary attends all Board and Board Committee meetings
of the Company and ensures that Board procedures are followed and that
applicable statutory and regulatory rules and regulations are complied with.
The appointment and removal of the Company Secretary are subject to the
approval of the Board.
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. During the financial year, the RC did not require the service of an
external remuneration consultant to advice on the directors’ remuneration.
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 taking into
consideration the Chairman, Managing Director and CEO’s assessment of and
recommendation for remuneration and bonus. The RC’s recommendations
are submitted for endorsement by the entire Board. No director is involved in
deciding his own remuneration.
Governance
Disclosure Guide
CORPORATE GOVERNANCE REPORT
38
ASL Marine Holdings Ltd.
Annual Report 2016
