Cosco Corporation (Singapore) Limited - Annual Report 2014 - page 42

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COSCO Corporation (Singapore) Limited
B.  REMUNERATION MATTERS
PROCEDURES FOR DEVELOPING REMUNERATION POLICIES
Principle 7
REMUNERATION COMMITTEE
The Remuneration Committee (“RC”) comprises five Directors, majority of whom including the Chairman is
independent. The RC members are as follows:
Er Kwong Wah (Chairman)
Non-Executive Independent
Wu Zi Heng
Non-Independent Executive
Tom Yee Lat Shing
Non-Executive Lead Independent
Wang Kai Yuen
Non-Executive Independent
Ang Swee Tian
Non-Executive Independent
The principal functions of the RC are to:
a)
recommend to the Board base salary level, benefits and incentive programmes, and identify components of
salary which can best be used to focus management staff on achieving corporate objectives;
b)
approve the structure of compensation programme (including but not limited to Directors’ fees, salaries,
allowances, bonuses, options, share-based incentives & awards and benefits in kind) for the Directors and
senior management to ensure that the programme is competitive and sufficient to attract, retain and motivate
senior management of the required quality to run the Company successfully;
c)
review, on annual basis, the compensation package of the Company’s Directors and senior management
personnel and determine appropriate adjustments; and
d)
review the Company’s obligations arising in the event of termination of EDs and key management personnel
contracts of service to ensure that such contracts of service contain fair and reasonable termination clauses
which are not overly generous;
e)
administer the COSCO Group Employees’ Share Option Scheme 2002.
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 the operations to meet the desire objective of the Company.
Corporate
Governance
Corporate Governance and Transparency
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