TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
19
Corporate Governance Report
REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
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/her own remuneration.
7.1 RC to consist entirely
of non-executive directors;
Majority including RC
Chairman should be
independent
The RC currently comprises the following three members, all of whom (including the
Chairman) are independent and non-executive directors:
- Mr Chee Wai Pong (Chairman)
- Dr Tan Eng Liang
- Dr Ker Sin Tze
7.2 RC to recommend a
framework of remuneration
for the Board and key
management personnel;
Recommendations
should be submitted for
endorsement by the entire
Board
The RC is regulated by its terms of reference. The duties of the RC include the following:-
(a)
to review and recommend to the Board:-
(i)
a framework of remuneration and to determine the specific remuneration
packages for each of the executive directors/key management personnel;
(ii)
a framework of remuneration and specific remuneration packages for non-
executive directors; and
(iii)
remuneration of employees related to the executive directors and controlling
shareholders of the Group;
(b)
to recommend to the Board, in consultation with Management and the Chairman
of the Board, the Executives’/Employees’ Share Option Schemes or any long
term incentive schemes which may be set up from time to time and to do all acts
necessary in connection therewith; and
(c)
to carry out its duties in the manner that it deemed expedient, subject always to any
regulations or restrictions that may be imposed upon the RC by the Board of Directors
from time to time.
The Company sets remuneration packages to ensure it is competitive and sufficient to
attract, retain and motivate Directors and key executives of the required experience and
expertise to run the Group successfully.
As part of its review, the RC shall ensure that :
(a)
all aspects of remuneration, including and not limited to director’s fees, salaries,
allowances, bonuses, options and benefits-in-kinds should be covered for each
director and key executive;
(b)
the remuneration packages should be comparable within the industry and comparable
companies and shall include a performance-related element coupled with appropriate
and meaningful measures of assessing individual executive directors’ and key
executives’ performances; and
(c)
the remuneration package of employees related to executive directors and controlling
shareholders of the Group are in line with the Group’s staff remuneration guidelines
and commensurate with their respective job scopes and levels of responsibilities.
No director is involved in deciding his/her own remuneration.
7.3 RC should seek expert
advice, if necessary
Where necessary, the RC shall seek expert advice inside and/or outside the Company on
remuneration of all directors.
7.4 RC to review Company’s
obligations arising in the
event of termination of the
executive directors’ and key
management personnel’s
contracts of service
The Company had entered into a service agreement (“
Service Agreement
”) with the
Executive Chairman, Mr Tjioe Ka Men. The Service Agreement may be terminated by not
less than 6 months’ notice in writing served by either party and does not contain onerous
removal clauses.
The termination clauses contained in contracts of service of the other executive director and
key management personnel are fair and reasonable, and not overly generous.
