TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
20
Corporate Governance Report
Principle 8: Level and Mix of Remuneration
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.
8.1 Appropriate proportion
of remuneration package
for executive directors
and key management
personnel to align with
shareholders’ interests and
long-term success of the
Company; it should take
account of the risk policies
of the Company; there
should be appropriate and
meaningful measures for
the purpose of assessing
executive directors and key
management personnel’s
performance
In determining the level of remuneration, the RC shall:
•
give due consideration to the Code’s principles and guidelines on the level and mix of
remuneration so as to ensure that the level of remuneration is appropriate to attract,
retain and motivate directors and key management personnel needed to run the
Company successfully;
•
ensure that a proportion of the remuneration is linked to corporate and individual’s
performance;
•
ensure that the remuneration packages are designed to align interest of executive
directors and key management personnel with those of shareholders and long-term
success of the Company; and
•
take account of the risk policies of the Company, be symmetric with risk outcomes
and be sensitive to the time horizon of risks.
Annual review are carried out by the RC to ensure that the remuneration of the executive
directors and key management personnel commensurate with the Company’s and their
performance, giving due regard to the financial and commercial health and business needs
of the Group. The performance of the Executive Chairman is reviewed periodically by the
RC and the Board. The Board will respond to any queries raised at AGMs pertaining to such
policies. Accordingly, it is the opinion of the Board that there is no necessity for such policies
to be approved by the shareholders.
8.2 Long term incentive
schemes are generally
encouraged
The Company does not have any employee share option scheme or other long-term incentive
schemes for directors or key management personnel at the moment.
8.3 and 8.4 Remuneration
for non-executive directors
should be appropriate
to level of contribution,
effort, time spent and
responsibilities; contractual
provisions are encouraged
to be used to allow
Company to reclaim
incentive components in
exceptional circumstances
The non-executive directors do not have any service contracts. They are paid a basic fee and
additional fees for serving on any of the Board Committees. The RC and Company ensures that
the non-executive directors are not over-compensated to the extent that their independence
is compromised. These fees are subject to approval by shareholders at the Annual General
Meeting of the Company.
At the moment, the Company does not use any contractual provisions to reclaim incentive
components of remuneration from executive directors and key management personnel in
exceptional circumstances of misstatement of financial results, or of misconduct resulting in
financial loss of the Company.
