Corporate Governance - Mewah Group

MEWAH INTERNATIONAL INC.ANNUAL REPORT 2011Corporate GovernanceThe role of the Company Secretary is clearly defined and includesthe responsibility of ensuring that the board procedures arefollowed and that applicable rules and regulations are compliedwith.Subject to the approval of the Chairman, the directors, whetheras a Group or individually, may seek and obtain independentprofessional advice to assist them in their duties, at the expenseof the Company.Principle 7Procedures for Developing Remuneration PoliciesA formal and transparent procedure for developing policyOur Remuneration Committee is responsible for recommendingto our Board for a framework of remuneration for the Directorsand key executives, and determining specific remunerationpackages for each Director and the chief executive officer.The recommendations of our Remuneration Committee aresubmitted for endorsement by the entire Board. All aspectsof remuneration, including but not limited to directors’ fees,salaries, allowances, bonuses, options and benefits in kindare covered by our Remuneration Committee. Each memberof the Remuneration Committee is required to abstain fromvoting on any resolutions and making recommendations and/or participating in any deliberations of the RemunerationCommittee in respect of his own remuneration package.Principle 8Level and Mix of RemunerationAdequate Remuneration of DirectorsA competitive remuneration and reward system based onindividual performance is important in order to retain andincentivise the best talents. Remuneration and reward systemshould also be responsive to the economic climate as well as theperformance of the Group and its business units.Non-Executive Directors are paid Directors’ fees which comprisea basic fee and additional fees for appointments on other BoardCommittees. As an Executive Director, the CEO does not receiveDirectors’ fees but is remunerated as a member of Management.The RC has access to professional advice from appropriateconsultants to determine the level and mix of remuneration forDirectors as well as Management.Principle 9Disclosure on RemunerationClear disclosure of remuneration policy, level and mix of remuneration,and procedure for setting remunerationThe breakdown of the remuneration of the Directors, top five KeyExecutives and Employees who are immediate family membersof a director of the Company, for the financial year ended 31December 2011 is as follows:38