Megachem Limited Annual Report 2015 50 Corporate Governance Report (b) review and recommend to the Board for endorsement an appropriate framework of remuneration for key management personnel to ensure that the level of remuneration is competitive and appropriate to attract, retain and motivate them to run the Group successfully; and (c) administer any employee share scheme that the Company may have. 7.3 If necessary, the Remuneration Committee shall seek expert advice on remuneration of all directors. The Remuneration Committee shall ensure that any relationship between the appointed consultant and any of its director or Company will not affect the independence and objectivity of the remuneration consultant. 7.4 The Remuneration Committee reviews the service contracts of the executive directors to ensure that the contracts, including any termination clauses, are fair and reasonable. 7.5 No directors participate in decisions on their own remunerations. LEVEL AND MIX OF REMUNERATION Principle 8 The level and structure of remuneration should be aligned with the long-term interest and risk policies of the Company, and should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship of the Company, and (b) key management personnel to successfully manage the Company. However, companies should avoid paying more than is necessary for this purpose. 8.1 Executive directors’ remuneration package and key management personnel’s remuneration framework are structured in a way that links rewards to corporate and individual performance and takes into account industry benchmarks. The review of remuneration packages also takes into consideration the pay and employment conditions within the industry and the long term interests of the Group. The review covers all aspects of remuneration including salaries, fees, allowances, bonuses, share options and benefits-in-kind. The Remuneration Committee’s recommendations are made in consultation with the Chairman of the Board and submitted for endorsement by the entire Board. 8.2 The Company has in place an Employee Share Option Scheme that serves to provide a longer term incentive better aligned with long term performance of the Company and of the employee. The Company has not granted any share options so far under the scheme. 8.3 Remuneration of independent directors is set at a level commensurate with the level of responsibility and after taking into account industry benchmarks. The Company believes that the current remuneration of independent directors is at a level that will not compromise the independence of the directors. 8.4 The Company currently does not have any contractual provisions to allow the Company to reclaim incentive from executive directors in exceptional cases of wrongdoings.
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