Notes to the Financial Statements - Swissco Holdings Limited

Corporate
Governance Report
Executive Directors of the Company have Service Agreements to govern their appointments. The Executive
Chairman’s Service Agreement was extended for an additional one year effective 1 January 2010 while the CEO’s
Service Agreement was last renewed for a period of 3 years effective 1 January 2008.
For the independent directors, save for the Directors’ fees, which have to be approved by the Shareholders at
every AGM, they did not receive any other remuneration from the Company.
The remuneration of the Executive Directors include, among others, a fixed salary and a performance-driven
variable bonus which is designed to align their performance with the interests of the Shareholders.
Based on the existing terms and conditions of employment, there are no onerous compensation commitments on
the part of the Company in the event of termination of the services of the Executive Directors.
A summary compensation table of the directors’ remuneration (including share options granted) for the financial
year ended 31 December 2009 is set out below:
Remuneration Band Breakdown of Directors’ Remuneration (%)
Name of Director
S$500,000
And above
S$250,000
to below
S$500,000
Below
S$250,000 Salary
Variable
Bonus* Fees#
Other
Benefits Total
Yeo Chong Lin √ – – 11 83 – 6 100
Alex Yeo Kian Teong √ – – 10 84 – 6 100
Phillip Chan Yee Foo – – √ – – 77 23 ‡ 100
Fong Hin Tat – – √ – – 77 23 ‡ 100
Kwah Thiam Hock – – √ – – 87 13 ‡ 100
* Variable bonus paid/payable for the financial year ended 31 December 2009.
# Proposed directors’ fees for the financial year ended 31 December 2009.
‡ Other benefits for independent directors relates to value of share options based on Black Scholes Valuation.
In FY2004, the shareholders had approved an employee share option scheme, known as Swissco Share Option
Scheme (the “Scheme”). The Company has implemented the Scheme and during the financial year, had granted
500,000 share options each to both executive directors at an exercise price of S$0.36.
Details of the Scheme that are granted to the Directors of the Company and employees of the Group are set out
in the Directors’ Report.
The remuneration (including share options granted) of the following Key Executives falls below S$250,000 for the
financial year ended 31 December 2009:
Salary Variable Bonus Other Benefits Total
Name of Executive (%) (%) (%) (%)
Fazil Bin Salleh 54 18 28 100
Raju Gnasegaran 52 17 31 100
Sam Kwai Hoong 62 26 12 100
Tan Hung Peng 53 6 41 100
Yeo Chong Boon 47 15 38 100
Yew Yin Fun 57 19 24 100
25 Annual Report 2009 Swissco International Limited