SINGAPORE MYANMAR INVESTCO LIMITED
| Annual Report 2016
29
CORPORATE GOVERNANCE
REPORT
The RC is responsible for ensuring a formal and transparent procedure for developing policies on executive remuneration
and for fixing the remuneration packages of individual Directors.
The members of the RC carried out their duties in accordance with the terms of reference which include the following:–
a.
Review and recommend to the Board for endorsement, a framework of remuneration for Directors and key
management personnel. The framework covers all aspect of remuneration, including but not limited to Director’s
fees, salaries, allowances, bonuses, share-based incentives and awards and benefits in kind.
b.
Review and recommend to the Board, the specific remuneration packages for the executive Director(s) of the
Company; of which a significant portion of the Executive Director’s remuneration is structured to link rewards to
corporate and individual performance.
c.
Review the level and mix of remuneration and benefits policies and practices of the Company, including the long
term incentive schemes on an annual basis. The performance of the Company and that of the Executive Director(s)
would be considered by the RC in undertaking such reviews.
d.
Implement and administer the Company’s share plan.
e.
Review the Group’s obligations arising in the event of termination of the Executive Director’s contracts of service, to
ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous.
None of the members of the RC or any Director is involved in deliberations in respect of any remuneration, compensation,
share-based incentives or any form of benefits to be granted to him.
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
In recommending the level and mix of remuneration, the RC seeks to establish a framework for attracting, retaining and
motivating employees. The Group’s compensation framework comprises of fixed pay, short term and long term incentives.
The Group subscribes to linking executive remuneration to corporate and individual performance, based on an annual
appraisal of employees. The level and structure of remuneration of directors and key management personnel are aligned
with the long term interest and risk policies of the Company.
Remuneration of Executive Directors and key management personnel
In designing the compensation structure, the RC seeks to ensure that the level and mix of remuneration is competitive,
relevant and appropriate in finding a balance between current versus long term compensation and between cash versus
equity incentive compensation.
Executive Directors do not receive Directors’ fees.
The remuneration structure for Executive Directors and key management personnel consists of the following components:
a.
Fixed remuneration
b.
Variable bonus
c.
Other benefits
d.
Share-based incentives
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.
