Page 29 - ar2012

Annual Report 2012
Financial Report / 27
DIRECTORS’
REPORT
Options to acquire shares in the Company
(a) The Group has in place the MTQ Corporation Executives’ Share Option Scheme 2003 (the “Scheme”) for granting of options that
are settled by physical delivery of the ordinary shares of the Company, to eligible Directors and executives of the Company and its
subsidiaries. The Scheme, which was approved by shareholders of the Company at an Extraordinary General Meeting held on 14
April 2003, replaced the Metalock Executives’ Share Option Scheme (the “Previous Scheme”).
Unlike the Previous Scheme, the Scheme, inter alia, allows for the participation of executives who meet the eligibility criteria but who
are also controlling shareholders. Although the Previous Scheme is replaced by the Scheme, any subsisting and outstanding share
options granted under the Previous Scheme continues to be exercisable in accordance with the terms of the Previous Scheme.
The Previous Scheme and the Scheme are administered by the Remuneration Committee appointed by the Directors of the
Company. The Remuneration Committee comprises the following members:
Huang Yuan Chiang (Chairman)
Ong Choo Eng
Nicholas Campbell Cocks
The selection of the participants in the Scheme and the grant of options are to be determined by the Remuneration Committee at
its absolute discretion.
(b) The principal terms of the Scheme are:
(i) Scheme Size and Duration
The aggregate number of ordinary shares over which the Remuneration Committee may grant options pursuant to the Scheme,
when added to the number of ordinary shares issued and issuable in respect of all options granted under the Scheme and
the Previous Scheme, shall not exceed ffteen per cent (15%) (“Maximum Limit”) of the total number of issued shares of the
Company on the day preceding the date of grant.
The Scheme shall continue in existence at the discretion of the Remuneration Committee subject to a maximum period of
ten years commencing from the date the Scheme is adopted by the Company in general meeting, provided always that the
Scheme may be extended beyond the ten-year period with the approval of the shareholders by ordinary resolution in a general
meeting and of any relevant authorities as may be required. The Company, in general meeting, may by ordinary resolution
terminate the Scheme at any time.
Termination of the Scheme shall not affect options which have been granted, whether such options have been exercised
(whether fully or partially) or not.
(ii) Eligibility to Participate in the Scheme
In respect of the Scheme, the following categories of individuals shall be eligible to participate:
- Directors and employees of the Company;
- Directors and employees of subsidiaries of the Company;
- Directors and employees of associated companies (a company as defned in the Listing Manual of the Singapore Exchange
Securities Trading Limited (“SGX-ST”)); and
- subject to the conditions in the following paragraphs, Directors and employees of the Company and its subsidiaries who
are controlling shareholders of the Company (as defned in the Listing Manual of the SGX-ST).