REPORT ON CORPORATE GOVERNANCE
In the furtherance of their duties and if the Management’s explanations are not satisfactory, the Directors may seek independent
professional advice at the Company’s expense.
PROCEDURES FOR DEVELOPING REMUNERATION POLICIES
(Principle 7)
LEVEL AND MIX OF REMUNERATION
(Principle 8)
The Board has an RC comprising three non-executive Directors, themajority of whom, including the RC Chairman, are independent.
Mr Razman bin Ariffin chairs the RC and Ms Chew Gek Hiang and Mr Tham Kui Seng (appointed on 30 April 2014) are the other
two members. Tan Sri Dato’ Dr Lin See-Yan served as a member of the RC until 30 April 2014.
The functions of the RC include the recommendation of a framework of remuneration for the Board and key management
personnel, and the recommendation of specific remuneration packages for the Executive Chairman, Executive Director and key
management personnel, for the Board’s approval. The role and functions of the RC are set out in the Terms of Reference of the RC.
The Company has adopted a performance-based approach to compensation where employees’ remuneration is linked to individual
and corporate performances. The RC sees the importance of a market competitive remuneration strategy to attract, retain and
motivate employees to high performance that creates value for the shareholders. Remuneration is determined according to the
following general components: salary, contractual bonus and performance bonus. Presently, the Company does not have any
share option scheme.
Taking into account the performance of the Group and the responsibilities and performance of the Directors, directors’ fees (for
the Board and the various Board Committees) were set in accordance with a remuneration framework comprising responsibility
fees and attendance fees. The Executive Chairman and Executive Director do not receive any director’s fees. Non-executive
Directors are paid director’s fees, subject to approval at the annual general meeting. The non-executive Directors have no service
contracts. No individual Director fixes his own remuneration.
DISCLOSURE ON REMUNERATION
(Principle 9)
The summary compensation table for the Directors of the Company in all capacities for FY2014 is as follows:
Name of Director
Salary
Bonus
Benefits in kind Directors’ fees
Total
S$750,000 – S$999,999
Ms Chew Gek Khim
100%
–
–
–
100%
S$500,000 – S$749,999
Mr Yap Chee Keong
96%
–
1%
3%
100%
Below S$250,000
Tan Sri Dato’ Dr Lin See-Yan
–
–
–
100%
100%
Mr Razman bin Ariffin
–
–
–
100%
100%
Mrs Elizabeth Sam
–
–
–
100%
100%
Ms Chew Gek Hiang
–
–
–
100%
100%
Mr Goh Kay Yong David
–
–
–
100%
100%
Mr Tham Kui Seng
–
–
–
100%
100%
Mr Gautam Banerjee
–
–
–
100%
100%
Mr Tan Tiong Cheng
–
–
–
100%
100%
Dr Gary Hilton Weiss
–
–
–
100%
100%
37
THE STRAITS TRADING COMPANY LIMITED ANNUAL REPORT 2014
