MTQ Corporation Limited - Annual Report 2016 - page 29

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MTQ CORPORATION LIMITED
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 are 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 Group is committed to ensuring its remuneration structures are appropriately
aligned with shareholder value creation over the short and long term and focuses on motivating, rewarding and retaining
key executives. The remuneration structures aim to link performance and reward against the profits or objectives set in the
Group’s business plan and strategy while taking into account challenges and market forces that the Group is confronted
with when faced with cyclical and economic forces.
Remuneration Structure
(i)
Non-executive Directors
The non-executive Directors do not have service contracts, receive retirement benefits nor do they participate in
any incentive programs. Each non-executive Directors are paid directors’ fees, of which amount is dependent on
their level of responsibilities.
Each non-executive Director, except the Chairman of the Board, receives a base fee of S$30,000 while the
Chairman of the Board receives a base fee of S$70,000. An additional fee of S$7,500 to S$22,500 is paid if
the Director (except the Chairman of the Board) serves as member or Chairman of the Audit or Remuneration
Committees. The additional fees paid for serving on a committee recognises the additional time commitment
required by the Directors.
Total Directors’ fees are recommended and endorsed by the Board for approval by shareholders of the Company
at its Annual General Meeting.
In addition to the above, the Chairman of the Board is paid consultancy fees for consultancy services provided to
a subsidiary of the Group.
(ii)
Group Chief Executive Officer
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 service contract for the Group CEO 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.
The Group CEO’s remuneration mix comprises:
- Fixed element – salary and benefits which accounts for approximately 26% of the maximum remuneration in a
financial year.
- Variable element – up to approximately 74% of the maximum remuneration in a financial year, based on
achievement of short term KPI’s and profit outcomes. The variable element is payable over 4 years (67% during
the year of award, 33% equally over the following 3 years), subject to certain conditions in the terms of service
contract.
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