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SEE HUP SENG LIMITED
Annual Report 2012
19
Corporate Governance Report
REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure on Remuneration
Remuneration Committee (the “RC”)
The RC comprises entirely of Independent Directors:
• Wu Yu Liang (Chairman)
• Teo Choon Kow, William
• Foo Meng Kee
The terms of reference for the RC had been amended to be in line with the recommendations of the 2012 Code. The
duties of the RC are as follows:
• to recommend to the Board, a framework of remuneration for all Directors and key executives, and to determine
specific remuneration packages for each Executive Director. RC’s recommendations will be made in consultation
with the Chairman of the Board and submitted for endorsement by the entire Board. RC’s review covers all
aspects of remuneration, including but not limited to Director’s fees, salaries, allowances, bonuses, options and
benefits-in-kind;
• to review the remuneration of key executives; and
• to function as “the Committee” referred to in the See Hup Seng Employees’ Share Option Scheme (“the Scheme”)
and shall have all the powers as set out in the Scheme as per the Circular dated 22 September 2008.
As part of its review, the RC shall ensure that:
• all aspects of remuneration including directors’ fees, salaries, allowances, bonuses, options and benefits-in-kind
are covered;
• 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
• 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.
The RC’s recommendations are made in consultation with the Executive Chairman and submitted for endorsement by
the entire Board. Annual reviews of the compensation of Directors are also carried out by the RC to ensure that the
remuneration of the Executive Directors and senior management are commensurate with their performance and value
add to the Group, giving due regard to the financial and commercial health and business needs of the Group. The
performance of the Executive Chairman (along with that of other senior executives) is reviewed annually by the RC and
the full Board. The remuneration package of the Executive Chairman, includes a variable bonus.