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ANNUAL REPORT 2014/2015
CORPORATE GOVERNANCE STATEMENT
The RC is responsible for:
•
Reviewing and determining appropriate adjustments as well as approving the remuneration of the
Independent and Non-executive Directors, Executive Directors and key management personnel
•
Administering any share incentive scheme implemented by the Company, and delegating the day-to-day
administration of such plan or scheme to such persons as the RC deems fit
•
Assuming other duties (if any) that may be required of the RC under the 2012 Code, and by the Listing
Manual
•
Considering the disclosure requirements for directors’ and key management personnel remuneration as
required by the 2012 Code
•
Reviewing the Company’s obligations arising in the event of termination of the Executive Directors and
key management personnel
The RC meets at least once a year. In setting the remuneration packages, the RC takes into account the pay
and employment conditions within the industry and in comparable companies, as well as the profitability of
the Group as a whole, and individual performance. The RC is provided with access to expert professional
advice on remuneration matters as and when necessary. The expenses of such services will be borne by
the Company.
No director is involved in any discussion relating to his own remuneration, and terms and conditions of
service and the review of his own performance.
All directors are paid a fixed board fee and additional fees are payable to a director for appointment as a
chairman or member of a particular committee. The recommendations made by the RC in relation to such
board fees are subject to approval by the shareholders at the AGM.
Principle 8: Level and Mix of Remuneration
The level and structure of the Group’s remuneration policy are aligned with its long-term interest and risk
policies, as are appropriate to attract, retain and motivate directors to provide good stewardship, as well as
to retain and motivate key management personnel to successfully manage the Group.
Remuneration of non-executive and independent directors is set at a level commensurate with the level
of responsibility and after taking into account industry benchmarks. The Group believes that the current
remuneration of non-executive and independent directors is at a level that will not compromise the
independence of the directors.
