A Stronger <strong>Leeden</strong> in Asia.Corporate Governance <strong>Report</strong>Principle 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 <strong>Annual</strong> 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 <strong>Leeden</strong> Share Option Scheme 2007, which were approved byshareholders on 19 February 2000 and 8 August 2007, respectively.26
Corporate Governance <strong>Report</strong><strong>Leeden</strong> <strong>Limited</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>Level and Mix of Remuneration of DirectorsThe following table shows a breakdown (in percentage) of each Director’s remuneration paid in the year ended 31 December<strong>2010</strong>.Name of Directors Salary Bonus Benefits Fees Total% % % % %$1,000,001 to $1,250,000Steven Tham 36 62 2 0 100$500,001 to $750,000Kelvin Lee 36 61 3 0 100Below $250,0000Lim How Boon (Retired on 23 April <strong>2010</strong>) 49 49 2 0 100Philip Hong – – – 100 100Leslie Struys – – – 100 100Loh Weng Whye – – – 100 100Hendra Harjadi – – – 100 100Tony Chan (Resigned on 8 March <strong>2010</strong>) – – – 100 100The top five executives of the Group (who are not directors) are Yip Sook Fun, Chow Seow Woon Edwin, Goh Eng Huat Robert, ChanKwai Sin Philip and Yap Yin Yin Iris. For the financial period under review, the remuneration of Chan Kwai Sin Philip falls under theS$250,000 to S$500,000 band. The other four executives’ remuneration are below the S$250,000 band.For the financial year ended 31 December <strong>2010</strong>, there were no employees in the Group who are immediate family members of aDirector and whose remuneration exceeds S$150,000.Principal 10 : Accountability and AuditPrinciple 11 : Audit CommitteePrinciple 12 : Internal ControlsAudit CommitteeAs at the date of this report, the Audit Committee (“AC”) comprises the following members:Mr Philip Hong Peng Wai Chairman (Independent)Mr Leslie Struys(Independent)Mr Loh Weng Whye(Independent)The AC members have had many years of experience in senior management positions in both the financial and industrial sectors.All members are financially literate and have accounting or related financial management expertise or experience. The AC membersare all Independent Directors.The role of the AC is regulated in its Terms of Reference which has been approved by the Board. The Terms of Reference definesthe purpose, authority and responsibilities of the AC. The AC is authorized to investigate any matters specified in the Terms ofReference.During the financial year, the AC met four times and performed the following key functions:♦♦♦♦♦♦♦Reviews with the internal auditors, the scope and the results of internal audit procedures and their evaluation of theoverall internal control systems and any significant findings;Reviews with the external auditors, their audit plan, risk assessment, findings for the external audit process and any otherrelevant matters;Reviews significant financial reporting issues and judgments to ensure the integrity of the financial statements and anyformal announcements in relation to financial performance;Reviews the interim and annual financial statements before submission to the Board for release to SGX-ST;Reviews and makes recommendations to the Board on the appointment of external auditors;Reviews interested person transactions, if any, as set out in the Listing Rules of SGX-ST; andReviews all non-audit services provided by the firm of external auditors, if any, to determine if the provision of such serviceswould affect the independence of the external auditors.27