The RC’s recommendations are submitted to the entire Board. Each member of the RC shall abstain
from voting on any resolution concerning his own remuneration.
The Directors’ fees to be paid for any one year are submitted for shareholders’ approval at the AGM.
2.2
Level and Mix of Remuneration
Principle 8: The level and structure of remuneration should be aligned with the long-term
interest and risk policies of the Company, and should be appropriate to attract, retain
and motivate (a) the Directors to provide good stewardship of the Company, and (b) key
management personnel to successfully manage the Company. However, companies should
avoid paying more than is necessary for this purpose.
Disclosure on Remuneration
Principle 9: Every company should provide clear disclosure of its remuneration policies, level
and mix of remuneration, and the procedure for setting remuneration, in the Company’s
annual report. It should provide disclosure in relation to its remuneration policies to
enable investors to understand the link between remuneration paid to Directors and key
management personnel, and performance.
The remuneration policy of the Company is to provide compensation packages at market rates, which
reward successful performance and attract, retain and motivate Directors and key management
personnel.
The remuneration packages of the Executive Directors are determined based on the framework
recommended by the RC. In doing so, the RC reviews the length of the fixed appointment period,
the notice period for termination and the terms of the compensation package in the event of the
termination of any Executive Directors’ contracts of service to ensure that the terms of such clauses
are not onerous to the Company. The Executive Directors’ framework of remuneration includes a fixed
element as well as a variable element in the form of a bonus and a profit sharing incentive which is
linked to the Company and individual performance.
All Non-Executive Directors are paid a Director’s fee, with additional fees for serving as the chairman or
member of a Board Committee and attendance fees for Board and Board Committee meetings. These
fees are recommended by the RC and submitted to the Board for endorsement. The remuneration
of Non-Executive Directors are appropriate to the level of contribution, taking into account factors
such as effort and time spent, and responsibilities of the Directors. Non-Executive Directors are not
over-compensated to the extent that their independence may be compromised.
27
HG METAL MANUFACTURING LIMITED
ANNUAL REPORT 2015
CORPORATE
GOVERNANCE
