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 2003 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 58 and 59 of this
Annual Report.
The share-based incentive plan, PSS has been put in place to allow certain
of its employees to participate in the Company’s growth, to attract and retain
such key management personnel. 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
59 of this Annual Report.
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 and company, (b) key management
personnel to successfully the company. However,
companies should avoid paying more than is necessary
for this purpose.
The Group’s remuneration policy is to provide remuneration packages which
will reward performance and attract, retain and motivate directors and
key management personnel to run the Group successfully. In setting the
remuneration packages, the RC takes into consideration the remuneration
and employment conditions within the same industry and in comparable
companies, the Group’s and the individual’s performance and the need for
compensation to be structured in symmetric with risk outcomes and time
horizon of risks.
The executive directors do not receive directors’ fees. The remuneration
for the executive directors and the key management personnel comprises
primarily a basic salary component and a variable component which is the
annual bonus, based on the performance of the Group as a whole and their
individual performance. This is structured so as to link rewards to corporate
and individual performance and to align with the interests of shareholders
so as to promote the long term sustainability of the Group. 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.
Governance
Disclosure Guide
Guideline 9.6:
(a) Please describe how the
remuneration received
by executive directors
and key management
personnel has been
determined by the
performance criteria.
(b) What were the
performance
conditions used
to determine their
entitlement under
the short-term and
long-term incentive
schemes?
(c) Were all of these
performance
conditions met?
If not, what were
the reasons?
ASL Marine Holdings Ltd.
Annual Report 2016
39
