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/ MTQ CORPORATION LIMITED /
ANNUAL REPORT
2014/2015
DIRECTORS’ REPORT
SHARE PLAN
(a)
The Group has adopted a compensation scheme, known as the MTQ Share Plan (the “Share Plan”), approved
by shareholders of the Company at an Extraordinary General Meeting held on 26 July 2013, to grant the right to
receive fully paid ordinary shares (“Award”). The Share Plan,
inter alia
, allows for the participation of employees of
the Group and employees of associated companies (a company as defined in the Listing Manual of the Singapore
Exchange Securities Trading Limited (“SGX-ST”)) who meet the eligibility criteria, but does not include any
controlling shareholders and their associates as defined in the Listing Manual of SGX-ST, nor the Non-Executive
Directors.
The Share Plan is administered by the Remuneration Committee which comprises the following members:
Huang Yuan Chiang (Chairman)
Nicholas Campbell Cocks
Ong Choo Eng
The selection of the participants in the Share Plan and the grant of Award are determined by the Remuneration
Committee at its absolute discretion.
(b)
The principal terms of the Share Plan are:
(i)
Size and Duration
The total number of new shares which may be delivered by the Company pursuant to the Awards granted
under the Share Plan (“the New Shares”) on any date, when added to the aggregate number of ordinary
shares issued or issuable under any other share schemes which may be implemented by the Company,
shall not exceed 15% of the total number of issued ordinary shares (excluding treasury shares) on the date
preceding the date of grant.
The Share Plan shall continue in force at the discretion of the Remuneration Committee subject to amaximum
of 10 years commencing from the date it is adopted by the Company in general meeting, provided always
that the Share Plan may continue beyond this stipulated period with the approval of the shareholders by
ordinary resolution in general meeting and of any relevant authorities which may then be required.
Notwithstanding the expiry or termination of the Share Plan, any grant of Awards made pursuant to the
Share Plan prior to such expiry or termination will continue to remain valid.
(ii)
Eligibility to Participate in the Share Plan
Subject to the absolute discretion of the Remuneration Committee, the following persons, unless they are
also non-executive directors, controlling shareholders and/or their associates, shall be eligible to participate
in the Share Plan:
–
employees of the Group who have attained the age of twenty-one years before the date of the Award
and hold such rank as may be designated by the Remuneration Committee from time to time; and
–
employees of associated companies who have attained the age of twenty-one years before the date
of the Award and hold such rank as may be designated by the Remuneration Committee from time
to time and who, in the opinion of the Remuneration Committee, have contributed to the success of
the Group;
(collectively known as the “Participants”).
