CORPORATE GOVERNANCE STATEMENT
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The functions of the RC include:
• Recommending to the Board a framework of remuneration for the Board and the Key Executives
of the Group, covering all aspects of remuneration such as Directors’ fees, salaries, allowances,
bonuses, options and benefit-in-kind;
• Proposing to the Board, appropriate and meaningful measures for assessing Executive Directors’
performance;
• Determining the specific remuneration package for our CEO; and
• Considering and recommending to the Board the disclosure of details of the Company’s
remuneration policy, level and mix of remuneration and procedure for setting remuneration and
details of the specific remuneration packages of the Directors and Key Executives of the Group to
those required by law or by the Code.
In performing its function, the RC endeavours to establish an appropriate remuneration policy to attract,
retain and motivate senior executives and Executive Directors, while at the same time ensuring that the
reward in each case takes into account individual performance as well as the Group’s performance.
The Company advocates a performance based remuneration system for Executive Directors and
Key Executives that is flexible and responsive to the market, comprising a base salary and other fixed
allowances, as well as variable performance bonus and participation in an employee share option scheme
or performance share award scheme based on the Group’s performance and linking it to the individual’s
performance.
In determining such remuneration packages, the RC ensures that they are adequate by considering, in
consultation with the CEO, amongst other factors, the respective individuals’ responsibilities, skills,
expertise and contribution to the Group’s performance, and whether they are competitive and sufficient to
ensure that the Group is able to attract and retain the best available executive talent.
The RC also administers the Company’s share-based remuneration incentive plans, namely, the Mencast
Employee Share Option Scheme (“
ESOS
”) and Mencast Performance Share Award Scheme (“
PSAS
”).
The purpose of the ESOS is to provide an opportunity for full time employees and Directors of the Group
to participate in the equity of the Company so as to motivate them to greater dedication, loyalty and higher
standards of performance, and to give recognition to past contributions and services.
The rationale of PSAS is to complement the ESOS and to increase the Company’s flexibility and
effectiveness in its continuing efforts to reward, retain and motivate the Group’s Non-executive Directors
when and after pre-determined performance target(s) are achieved. Performance targets set under the
PSAS are intended to be based on medium-term corporate objectives covering market competitiveness,
quality of returns, business growth and productivity growth. The PSAS is to provide the Company with a
more comprehensive set of remuneration tools and further strengthen its competitiveness in attracting
and retaining superior talent.
Both ESOS and PSAS are structured to link rewards to corporate and individual performance and they are
aligned with the interests of shareholders and promote the long term success of the Company.
To date, the Company has granted 143,975 shares under the PSAS. No options were granted under the
ESOS.
The remuneration of Non-executive Directors is determined so as to be appropriate to the level
of contribution. Independent Directors receive Directors’ fees in accordance with factors such as
responsibilities, effort and time spent for serving on the Board and Board committees. The Directors’ fees
are recommended by the Board for approval by Shareholders at the AGM of the Company.
No Directors participate in decisions on their own remuneration.
