42
DIRECTORS’ REPORT
For the financial year ended 31 December 2014
Performance shares
The Mencast Performance Share Award Scheme (the “Scheme”) was approved by members of the
Company at Extraordinary General Meeting (“EGM”) held on 10 November 2010 which provides for
the award of fully paid-up ordinary shares in the share capital of the Company, at nil cost to the
Group’s executive, Non-executive Directors and certain key executives when and after pre-determined
performance target(s) are being achieved.
Controlling shareholders or associates of a controlling shareholder who meet the eligibility criteria
are also eligible to participate in the Scheme provided that the participation of and the terms of each
grant and the actual number of awards granted under the Scheme to a participant who is a controlling
shareholder or an associate of a controlling shareholder shall be approved by the independent
shareholders in separate resolutions for each such person.
The Scheme is a share incentive scheme which will allow the Company,
inter alia
, to target specific
performance objectives and to provide an incentive for Participants to achieve these targets. The directors
believe that the Scheme will help to achieve the following positive objectives:
(a)
reward, retain and motivate employees to achieve increased performance;
(b)
provide Company with comprehensive set of remuneration tools and further strengthen its
competitiveness in attracting and retaining superior local and foreign talent; and
(c)
encourage greater dedication and loyalty by enabling the Company to give recognition for past
contributions and services as well as motivating Scheme Participants generally to contribute
towards the Group’s long-term prosperity.
The Scheme is administered by directors which comprises one independent director at all times.
The Scheme shall continue in force at the discretion of the Remuneration Committee, subject to
a maximum period of ten (10) years commencing on the date on which the Scheme is adopted by the
Company in general meeting, provided always that the Scheme may continue beyond the above stipulated
period with the approval of Shareholders by ordinary resolution in general meeting, and of any relevant
authorities which may then be required.
The Company may deliver shares pursuant to awards granted under the Scheme by way of:
(i)
issuance of new shares; and/or
(ii)
delivery of existing shares purchased from the market or shares held in treasury.
The total number of ordinary shares over which the Company may grant under the Scheme shall not
exceed 15% of the issued share capital of the Company on the day preceding the date on which the award
is granted.
The adoption of the Scheme is to complement the existing Mencast Employee Share Option Scheme (the
“ESOS”).
On 22 August 2014, the Company, pursuant to the Mencast Performance Share Award Scheme, granted
$168,000 worth of Share Awards to eligible employees of the Company over two (2) to three (3) tranches.
The Tranche 1 was awarded on 11 September 2014 (Note 24 (a)) and the tranches 2 and 3 will be vested
over 12 months and 24 months respectively from date of the grant.
