CORPORATE GOVERNANCE STATEMENT
YEAR ENDED 31 DECEMBER 2015
The Group’s remuneration policy is to provide remuneration packages which will reward, retain and motivate its executives and Directors.
During FY2015, the Hay Group was the remuneration consultant of the Company. The Company does not have any relationship with the
Hay Group that could affect the Hay Group’s independence and objectivity.
The Remuneration Committee, with the advice of the Hay Group, recommends to the Board specific remuneration packages appropriate
for each executive Director and the Directors’ fees payable to the non-executive Directors. The Board will then review and, if it deems
fit, approve these accordingly.
The Company adopts a remuneration policy for executive Directors and key management personnel comprising a fixed component and
a variable component. The fixed component is in the form of a base salary. The variable component is in the form of a variable bonus
that is linked to the performance of the Company and each individual’s performance which is assessed based on the respective key
performance indicators allocated to him. Staff appraisals are conducted once a year. The executive Directors do not receive Directors’
fees. The corporate and individual performance-related elements of remuneration are designed to align the interests of executive
Directors with those of shareholders in order to promote the long term success of the Company. The executive Directors and key
management personnel had met their respective key performance indicators in respect of FY2015. No Director or member of the
Remuneration Committee is involved in deciding his or her own remuneration.
In reviewing the remuneration of non-executive Directors, the Remuneration Committee and the Hay Group have taken into consideration
the knowledge and expertise of each individual non-executive Director, the responsibilities vested upon them and the time commitment
required from the non-executive Directors given the complexities of the business and the business structure.
The Company currently does not have contractual provisions to allow the Company to reclaim incentive components of remuneration from
executive Directors and key management personnel in exceptional circumstances of misstatement of financial results, or of misconduct
resulting in financial loss to the Company. The Company shall consider the said contractual provisions to be included in future renewals
of service contracts as recommended by the Code. Save as aforesaid, the Company reserves the rights to employ legal recourse should
any Director and/or key management personnel wilfully and negligently engage in any misconduct.
As the Remuneration Committee and the Board are of the opinion that the remuneration packages of the executive Directors are of a
confidential and sensitive nature, the disclosure of which would place the Group in a competitively disadvantageous position, they have
chosen to make disclosures in relation thereto in bands of $250,000.
The level and mix of the executive Directors’ remuneration in bands of $250,000 for FY2015 and the total fees payable to the
non-executive Directors are set out below:
Remuneration Band
Name of Executive Director
Salary
%
Fees
%
Bonus
%
Other
Benefits
4
%
Total
%
$3,750,000 to $3,999,999
Ms Cheong Hooi Kheng
(1)
31
–
66
3
100
$4,000,000 to $5,249,999
–
–
–
–
–
–
$5,250,000 to $5,499,999
Mr Cheong Pin Chuan
(1)
22
–
67
11
100
$5,500,000 to $5,999,999
–
–
–
–
–
–
$6,000,000 to $6,249,999
Mr Cheong Sim Eng
(1)
34
–
62
4
100
HONG FOK CORPORATION LIMITED
ANNUAL REPORT 2015
14
