Page 43 - ar2013.pdf

41
Annual Report 2013
The RC meets to discuss the performance assessment of the Executive Directors as well as to discuss the level of emoluments to
pay.
The recommendations for approval of the remuneration of the Executive Directors are forwarded to the Board. The RC also
reviews and approves the remuneration of senior management.
Directors’ fees are recommended by the RC and are submitted for endorsement by the Board. Directors’ fees are subjected to
approval by shareholders at the AGM.
LEVEL AND MIX OF REMUNERATION
Principle 8
In reviewing the remuneration packages of the Executive Directors, the RC takes into account the respective performance of
the Group and the individual. In its deliberation, the RC takes into consideration, remuneration packages and employment
conditions within the industry and benchmarked against comparable companies. The RC ensures the level and structure of
remuneration of the key management personnel aligned with the long-term interest and risk policies of the Company as well as
attract, retain and motivate them to provide good stewardship and management of the operations to meet the desire objective
of the Company.
Non-Executive Independent Directors are paid a basic fee for their responsibilities as Independent Directors and servicing
various committees. Such fees are approved by the shareholders of the Company as a lump sum payment at the AGM.
The Company currently adopts a remuneration policy for staff consisting of a fixed component and a variable component. The
fixed component is in the form of a base / fixed salary. The variable component is in the form of a variable bonus that is linked to
the Company and individual performance. Another element of the variable component is the grant of share options under the
COSCO Group Employees’ Share Option Scheme 2002 .
Information on the COSCO Group Employees’ Share Option Scheme 2002 such as size of grants, exercise price of options that
were granted as well as outstanding and vesting period of options are set out on pages 76 to 77 of the Annual Report.
During the financial year, the RC held one (1) meeting. The issues deliberated at the meeting and through the circular resolutions
in writing included reviewing the termination of options granted, extension of exercise period of options granted, the bonus
payments to key management personnel and the compensation programme for the Directors and key management personnel.
Corporate Gover nance and Transparency