Each Director has the right, at the Company’s expense, to seek independent legal and other
professional advice concerning any aspect of the Group’s operations or undertakings in order to fulfill
their duties and responsibilities as Directors.
2
REMUNERATION MATTERS
2.1
Procedures for developing Remuneration Policies
Principle 7: There should be a formal and transparent procedure for developing policy on
executive remuneration and for fixing the remuneration packages of individual Directors.
No Director should be involved in deciding his own remuneration.
The Group’s remuneration policy is to provide compensation packages at market rates which reward
successful performance and attract, retain and motivate Directors and key management personnel.
The RC comprises solely of Non-Executive Directors, the majority of whom, including the Chairman,
is independent. At the date of this report, the RC comprises the following members:–
Mr Kesavan Nair (Chairman and Independent Director)
Mr Ng Weng Sui Harry (Independent Director)
Mr Low See Ching (Non-Executive Director)
The RC meets at least once each year and at other times as required.
The RC is responsible for recommending to the Board a framework of remuneration for the Directors
and key management personnel which is submitted to the whole Board for endorsement. The RC
reviews and approves recommendations on remuneration policies and packages for Directors and key
management personnel in the interests of improved corporate performance.
The RC’s review of remuneration packages covers all aspects of remuneration, including but not
limited to Directors’ fees, salaries, allowances, bonuses, options, profit sharing (where applicable)
and benefits-in-kind. The RC has full authority to obtain any external professional advice on matters
relating to remuneration as and when the need arises.
The RC also reviews the Company’s obligations arising from termination clauses and termination
processes in relation to Executive Directors and key management personnel’s contracts of service to
ensure that such clauses and processes are fair and reasonable.
In setting out the remuneration packages, the RC would take into consideration pay and employment
conditions within the industry and in comparable companies. The remuneration packages should take
into account the Company’s relative performance and the performance of the individual Directors/
key management personnel.
26
CORPORATE
GOVERNANCE
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2015
