17
SUNMOON FOOD COMPANY LIMITED
ANNUAL REPORT 2015
REPORT ON
CORPORATE GOVERNANCE
Remuneration Committee (“RC”)
The RC ensures the appropriateness, transparency and accountability to shareholders on issues of remuneration of the
directors and Management.
The RC, regulated by a set of written terms of reference, comprises four members, who are all independent non-executive
directors. The Chairman of the RC is Dr. Tan Eng Liang, an independent non-executive director. The members are Mr Chee
Wai Pong, Mr Michael John Martin and Mrs Jessie Peh (appointed on 5 November 2015), all independent non-executive
directors.
The RC is responsible for the following:
(a)
to recommend to the Board a framework of remuneration for the Board and key executives;
(b)
to recommend specific remuneration packages and terms of employment for each executive director and key
management personnel;
(c)
to recommend the remuneration of the non-executive directors, taking into account factors such as their effort and
time spent, and their responsibilities;
(d)
in the case of service contracts, to consider what compensation commitments the Directors’ contracts of service, if
any, would entail in the event of early termination with a view to be fair and avoid rewarding poor performance;
(e)
to review the remuneration of senior management; and
(f)
to recommend to the Board long term incentive schemes which may be set up from time to time.
The recommendation of the RC for the remuneration of directors would be submitted for endorsement by the Board and
should cover all aspects of remuneration, including but not limited to director’s fees, salaries, allowances, bonuses, options,
and benefits in kind. No director or member of the RC is involved in deciding his own remuneration.
If required, the RC will seek expert advice inside and/or outside the Company on remuneration of all Directors.
LEVEL AND MIX OF REMUNERATION
PRINCIPLE 8: THE LEVEL AND STRUCTURE OF REMUNERATION SHOULD BE ALIGNED WITH THE LONG-TERM INTERESTS AND
RISK POLICIES OF THE COMPANY, AND SHOULD BE APPROPRIATE TO ATTRACT, RETAIN AND MOTIVATE (A) THE
DIRECTORS TO PROVIDE GOOD STEWARDSHIP OF THE COMPANY, AND (B) KEY MANAGEMENT PERSONNEL
TO SUCCESSFULLY MANAGE THE COMPANY. HOWEVER, COMPANIES SHOULD AVOID PAYING MORE THAN IS
NECESSARY FOR THIS PURPOSE.
The remuneration packages are set such that the directors and key management personnel are adequately but not
excessively remunerated as compared to other comparable companies in the industry in view of present market conditions.
The remuneration policy adopted takes into account the individual’s and the Company’s performance.
