SINGAPORE WINDSOR HOLDINGS LIMITED
| Annual Report 2015
21
CORPORATE GOVERNANCE
REPORT
The Company Secretary attends all Board and Board Committee meetings of the Company and is responsible for ensuring
that Board procedures are followed and relevant rules and regulations are complied with. The appointment and removal of
the Company Secretary are subjected to the approval of the Board as a whole.
REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
The RC comprises 3 members, all non-executive directors, the majority of whom including the Chairman are independent.
The responsibilities of the RC include:–
a)
recommending to the Board a framework of remuneration for directors and key management personnel, and
to determine a specific remuneration package for each executive director of which a significant portion of the
executive director’s remuneration is structured to link rewards to corporate and individual performance;
b)
all aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses, options,
share-based incentives and awards, and benefits-in-kind; and
c)
reviewing the remuneration packages of employees who are related to executive director(s) and/or substantial
shareholder(s) of the Company.
The RC’s recommendations are submitted to the entire Board. The members of the RC shall not participate in any decision
concerning their own remuneration package. No Director will be involved in determining his own remuneration.
The RC is guided by written terms of reference that describe the responsibilities of its members.
The RC has the authority to seek any external professional advice on matters relating to remuneration of directors as and
when the need arises.
Principle 8: Level and Mix of Remuneration
The remuneration policy of the Group is to provide compensation packages at rates within the same industry and in
comparable companies, as well as the Group’s relative performance and the performance of individual Directors and key
management personnel. This reward good performance and attract, retain and motivate Directors and key executives.
The Executive Directors’ remuneration packages are based on service agreement entered into between the Company
and the respective Executive Directors for a period of three (3) to five (5) years and subject to automatic renewal for
subsequent periods of three (3) years unless earlier terminated.
Independent Directors and Non-Executive Director are paid yearly Directors’ fees of an agreed amount, which are
determined by the Board, appropriate to the level of their contribution, taking into account factors such as the effort and
time spent and the responsibilities. The fees are subject to shareholders’ approval at the AGM. Except as disclosed, the
Independent Directors and Non-Executive Director do not receive any other remuneration from the Company.
Each member of the RC shall abstain from voting on any resolutions in respect of his remuneration package.
Principle 9: Disclosure on Remuneration
For the financial year under review, the RC had recommended to the Board total directors fees of S$191,452 for the
Non-Executive Director and Independent Directors, which will be tabled by the Board at the forthcoming AGM for
shareholders’ approval.
The Board has not included a separate annual remuneration report in its annual report for the current year as it is of
view that the matters, which are required to be disclosed in the annual remuneration report have already been sufficiently
disclosed in this Corporate Governance Report and in the financial statements of the Company.
