Annual Report 2010 - Leeden Limited

A Stronger Leeden in Asia.Corporate Governance ReportPrinciple 6: Access to InformationDirectors are provided with quarterly financial reports and are furnished with relevant information from time to time on materialtransactions to enable them to make informed decision. Board papers are circulated for meetings of the Board and Committeesin advance, to enable the Directors to review the information and obtain further explanations, where necessary.Directors, either as a group or individually, in the furtherance of their duties as directors, has access to independent professionaladvice, if necessary, at the Company’s expenses.The Directors have separate and independent access to the Company Secretary and senior management of the Company at alltimes. The Company Secretary attends the board meetings and assists the Board in ensuring that established Board proceduresare followed and all relevant statutes and regulations that are applicable to the Company are complied with.The Board is accountable to the shareholders and oversees the management of the business and affairs of the Group.Principle 7 : Procedures for Developing Remuneration PoliciesPrinciple 8 : Level of Mix of RemunerationPrinciple 9 : Disclosure on RemunerationRemuneration CommitteeThe Remuneration Committee (“RC”) is regulated by a set of written terms of reference endorsed by the Board setting out theirduties and responsibilities. The RC comprises three Directors, all of whom are Independent Directors.Mr Leslie Struys Chairman (Independent)Mr Loh Weng Whye(Independent)Mr Philip Hong Peng Wai(Independent)According to its terms of reference, the responsibilities of the RC include to review and approve recommendations on remunerationincluding but not limited to directors’ fees, salaries, allowances, bonuses, share options and benefits-in-kind. The RC met 4 timeslast year. The RC does possess broad knowledge in this area and have access to professional advice both from the internalhuman resource personnel and external remuneration professionals. The RC does not participate in any decisions concerningtheir own remuneration package.RC has adopted a framework for reviewing the remuneration of non-executive Directors. It consists of a base fee, membership feefor Board Committee as well as fees for being the chairman of a Board Committee. Amount of time and level of responsibilitiesare taken into account when reviewing the remuneration. Fees for non-executive Directors are subject to shareholders’ approvalat the Company’s Annual General Meeting. Executive Directors are not entitled to base fees or fees for membership of BoardCommittee.During the year, the RC has engaged Aon Hewitt, one of the world’s premier human capital consulting firm, to review thecompensation packages and design incentive compensation for the Chief Executive Officer, Chief Operating Officer and seniormanagers. The remuneration packages for Chief Executive Officer and Chief Operating Officer consist of a performance bonusbased on the Group’s profitability. The RC also ensures that the remuneration of the Chief Executive Officer and Chief OperatingOfficer is on par with the industrial standards and comparable companies.The RC’s principal functions are to:♦♦♦♦Review and recommend to the Board in consultation with the Chairman and CEO a remuneration framework so as todetermine a specific remuneration package and employment terms for each of the executive directors and key managementexecutives of the Group;Recommend to the Board in consultation with the Chairman and CEO a share option scheme or long term incentiveschemes from time to time;Ensure that all aspects of remunerations are covered which include directors’ fee, salaries, allowances, bonuses, shareoptions and benefits-in-kind; andCompare the remuneration packages of directors within the industry and comparable companies so as to find a meaningfulway of assessing the performance of individual executive directors. The remuneration packages shall include a performancerelatedelement.The RC administers the Ace Dynamics Share Option Scheme and Leeden Share Option Scheme 2007, which were approved byshareholders on 19 February 2000 and 8 August 2007, respectively.26