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Under the direction of the Chairman, the Company Secretary’s responsibilities include ensuring good information flows
within the Board and its committees and between senior management and non-executive Directors, as well as facilitating
orientation and assisting with professional development as required. The Company Secretary attends and administers
all Board meetings and prepares the minutes of board proceedings. Under the Company’s Articles of Association, the
appointment and removal of Company Secretary has to be approved by the Directors.
REMUNERATION MATTERS
Principle 7 : Procedures for Developing Remuneration Policies
Principle 8 : Level and Mix of Remuneration
Principle 9 : Disclosure on Remuneration
Remuneration Committee
The Remuneration Committee comprises:
Huang Yuan Chiang (Chairman)
Nicholas Campbell Cocks
Ong Choo Eng
The Remuneration Committee consists of 3 non-executive Directors, all of whom are independent Directors. The
Remuneration Committee is guided by its terms of reference that had been amended to be in line with the Code.
The Remuneration Committee’s role is to review and recommend to the Board for endorsement, an appropriate and
competitive framework of remuneration for the Board and key executives of the Group, including approving the annual
increment. In setting remuneration packages, the employment and pay conditions within the industry and in comparable
companies are taken into consideration. Where necessary, the Remuneration Committee may seek external expert advice
in the field of executive compensation outside the Company when required.
In setting the remuneration packages, the Remuneration Committee takes into account the performance of the Group, as
well as individual Directors and key executives. In addition to linking rewards to the Group and individual performance,
the remuneration packages are also designed to align their interests with those of shareholders.
The Group adopts a share-based payment arrangement, the MTQ Share Plan (the “Share Plan”), for its employees
approved by the members of the Company on 26 July 2013.
The remuneration scheme for the executive Director is linked to performance, service record, experience and scope of
responsibility. Performance is measured against the profits or objectives set in the Group’s business plan and strategy. The
non-executive Directors are paid directors’ fees, of which amount is dependent on their level of responsibilities. Each non-
executive Director is paid a basic fee. In addition, non-executive Directors who serve as members of the Audit Committee
and Remuneration Committee are paid an additional fee for such services in view of the heavier responsibilities. The
Chairman of each Board Committee is also paid a higher fee compared with members of the Board Committee in view of
the higher responsibility carried by that office.
The non-executive Directors do not have service contracts. The service contract for the executive Director does not
contain onerous removal clauses. The terms of service contract, including any early termination compensations clauses,
have been reviewed and approved by the Board.
Directors’ fees are recommended and endorsed by the Board for approval by shareholders of the Company at its Annual
General Meeting.
CORPORATE GOVERNANCE REPORT
