Willays-Array Electronics (Holdings) Limited - Annual Report 2016 - page 33

Annual Report 2016
31
CORPORATE GOVERNANCE REPORT
NOMINATION COMMITTEE
– continued
The Board has not determined the maximum number of listed company board representations which
any Director may hold, and leaves it to each Director to personally determine the demands of his
other responsibilities and commitments, and to assess whether he can continue to serve on the Board
effectively. However, guided by the Nomination Committee, the Board considers whether each Director
has dedicated sufficient time and attention to, and is able to perform and has adequately performed, his
duties as a Director.
REMUNERATION COMMITTEE
In compliance with the Singapore CG Code which requires all Board committee members to be
non-executive Directors, the Remuneration Committee comprises Mr. Iu Po Chan, Eugene (as Chairman),
Mr. Wong Kwan Seng, Robert and Mr. Jovenal R. Santiago. Currently, all members of the Remuneration
Committee are INEDs.
The major functions of the Remuneration Committee are as follows:
(a)
Recommending to the Board a framework of remuneration for the Board and the Senior
Management Personnel covering all aspects of remuneration such as Director’s fees, salaries,
allowances, bonuses, options and benefits-in-kind;
(b)
Proposing to the Board appropriate and meaningful measures for assessing the Executive
Directors’ performance;
(c)
Determining the specific remuneration package for each Executive Director; and
(d)
Recommending to the Board of the Directors’ fee of the INEDs.
The Remuneration Committee meets at least once a year and additional meetings are held whenever
necessary.
Matters requiring approval of the Remuneration Committee may also be approved by resolutions in
writing. In carrying out the above functions, the Remuneration Committee may obtain independent
external legal and other professional advice as it deems necessary. The expenses of such advice will be
borne by the Company.
During the Year, the Remuneration Committee held two meetings and discussed and reviewed
the performance of, and determined the remuneration packages for, the Executive Directors and
recommended to the Board for its approval the fees of the INEDs.
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