Powering growth - Aztech Group Ltd - Investor Relations

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24a z t e c h a n n u a l r e p o r t 2 0 0 9C o r p o r a t e G o v e r n a n c eCorporate Governance ReportThe NC recommends nominations of new Directors, if any, and re-appointment of existing Directors. No new Director was appointed in financial year2009.All Directors, excluding Mr Michael Mun, submit themselves for re-nomination and re-election at regular intervals of at least once every three years.Pursuant to Article 107 of Aztech’s Articles of Association, one-third of the Board of Directors have to retire from office by rotation and be subject tore-election at the Annual General Meeting.All new appointments and re-nomination of Directors are subject to the recommendation of the NC. Some of the criteria considered by the NC whileevaluating Directors’ appointments are:(a)(b)(c)(d)(e)Independence of mindCapability and how it meets the current needs of Aztech and simultaneously complements the skill set of the other Board membersExperience and track record in high-performing companiesAbility to commit time and effort toward discharging his responsibilities as a DirectorReputation and integrityAudit CommitteeUnder the Code, the AC must comprise at least three Directors, all of whom must be Non-Executive Directors and the majority of whom, includingthe Chairman, must be Independent Directors. At least two members of the Audit Committee must have accounting or related financial managementexpertise or experience. The AC fully complies with the Code. The members of the AC are Mr Philip Tan (Chairman), Mr Khoo Ho Tong and Mr ColinNg.The AC has the authority to investigate any matter within its terms of reference, and has the full cooperation of and access to Management. It has directaccess to the internal and external auditors, and full discretion to invite the Group’s officers to attend its meetings.The AC meets on a quarterly basis to review the quarterly financial statement. The AC evaluates the adequacy of internal control systems of the Group. ACalso reviews the internal audit plans and determines the scope of audit examination. The AC reviews the scope and results of audit work carried out byexternal auditors, the cost effectiveness of the audit, and the independence and objectivity of the external auditors. The AC recommends to the Board there-appointment of external auditors, and approves the remuneration and terms of engagement of the external auditors. The AC also reviews the extentand costs of non-audit services provided by the external auditors, seeking to balance the maintenance of objectivity and independence of the externalauditors. The AC is satisfied with their independence. The AC meets the external auditors independently at least once a year.The AC monitors any proposed changes in accounting polices and actively discusses accounting implications of major transactions including significantfinancial reporting issues. With the diversification of the Group to new business sectors, the AC is appraised by Management from time to time of anychange in the Group’s general accounting polices for the new businesses undertaken by the Group.Remuneration MattersThe members of the RC are Mr Khoo Ho Tong (Chairman), Mr Colin Ng and Mr Philip Tan. All members of the RC are Independent and Non-ExecutiveDirectors. As stated in the Group’s Code of Corporate Governance, the objective of the RC is to help the Board ensure that the remuneration paid is:(a)(b)appropriate for the purpose of attracting, retaining and motivating the Directors and executives to run the Group successfully; andin the case of Independent Directors, not such as to compromise their independence.
C o r p o r a t e G o v e r n a n c ea z t e c h a n n u a l r e p o r t 2 0 0 925Corporate Governance ReportThe RC reviews and approves remuneration matters of all Executive Directors. The RC also reviews and approves all appointments and promotionsof Key Executives. The RC ensures that the Group’s compensation policy is linked to the performance of the business units as well as an individual’sachievements to ensure that there is individual accountability.The RC also administers the Group’s Share Option Scheme that was implemented on March 10, 2000 and expired on March 9, 2010. The RC continuesto monitor the allotment of shares when options are exercised by the staff. No new options were granted in the financial year 2009.Remuneration of Executive DirectorsThe information relating to the remunerations of the Executive Directors is as follows:Name of Executive DirectorSalary and Directors’ Fees%Bonus%Profit Sharing%*Others%Total%Between $1,250,000 and $1,500,000Michael Mun Hong Yew 51 21 21 7 100Between $250,000 and $500,000Patricia Ng Sok ChengMartin Chia Heok MiinJeremy Mun Weng Hung8262636211919101188100100100* The contribution to the Central Provident Fund, allowances and car cost (if any) is included in the column referred to as “Others” above.Gain from Exercise of OptionsDuring the year, the following Directors exercised share options and the gain from the exercise of options is as follows:Name of Executive DirectorGain as at the date the shares were listedMichael Mun Hong Yew $102,000Martin Chia Heok Miin $72,000Patricia Ng Sok Cheng $68,000Directors’ FeesThe Directors’ Fees earned by each of the Directors for the financial year 2009 are as follows:Name of DirectorDirectors’ FeesMr Philip Tan Tee Yong, Chairman of AC and Member of RC$85,000Lead Independent DirectorMr Colin Ng, Chairman of NC and Member of AC & RC $60,000Mr Khoo Ho Tong, Chairman of RC and Member of AC & NC $60,000Mr Michael Mun, CEO and Chairman, Member of NC $50,000Mr Martin Chia, Executive Director $30,000Ms Patricia Ng, Executive Director $30,000Mr Jeremy Mun, Executive Director $30,000The Non-Executive Directors are only paid Directors’ Fees. The Director’ Fees paid to the Executive Directors is included in the remuneration informationof the respective Directors stated above.
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HEAD OFFICEAZTECH GROUP LTD31 Ubi R
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