Currently, the Company has yet to utilize the current share-based incentive
schemes involving the offer of shares or options.
Given that the variable components of remuneration of the executive directors
and key management personnel are moderate, there are no contractual
provisions to allow the Group to reclaim their incentive components of
remuneration in exceptional circumstances of misstatement of financial
results, or misconduct resulting in financial loss. The executive directors
owe a fiduciary duty to the Company and the Group, remedies against
the executive directors would be available in the event of such breach of
fiduciary duties.
The service agreements entered into with the four executive directors,
namely, Mr Ang Kok Tian, Mr Ang Ah Nui, Mr Ang Kok Eng and Mr Ang Kok
Leong, are automatically renewable on a yearly basis unless terminated by
either party giving written notice of not less than three months.
The independent directors receive directors’ fees, in accordance with
their contributions, taking into account factors such as responsibilities,
effort and time spent for serving on the Board and Board Committees.
The independent directors’ fees were derived using the fee structure
as follows:
Audit
Nominating
Remuneration
Committee
Committee
Committee
Chairman $34,800 per annum $24,400 per annum $24,400 per annum
Member
$23,200 per annum $18,600 per annum $18,600 per annum
The Lead Independent Director also gets an additional $10,000 to undertake
this position.
The Company does not have service contracts with independent directors.
Directors’ fees are recommended by the Board and are subject to the
approval of shareholders at the Company’s AGM.
The Company encourages independent directors to invest in the
Company and has taken steps in the past to ensure that this happened.
The shareholdings of the individual directors of the Company are set out
on page 57 of this Annual Report. None of the directors hold shares in the
subsidiaries of the Company.
Governance
Disclosure Guide
CORPORATE GOVERNANCE REPORT
40
ASL Marine Holdings Ltd.
Annual Report 2016
