Annual Report 2011 - Food Junction

Corporate Governance (cont’d)
Should directors, whether as an individual or group, need independent professional
advice, the company secretary will, upon direction by our Board, appoint a
professional advisor selected by our Group and approved by the Chairman, to render
the advice. The Company will bear the cost of professional advice and services
rendered.
The Company Secretary attends all board meetings and is responsible to ensure that
board procedures are followed. It is the Company Secretary’s responsibility to ensure
that the Company complies with the requirements of the Companies Act. Together
with the management staff, the company secretary is responsible for compliance with
all other rules and regulations that are applicable to the Company.
Remuneration Committee (Principles 7, 8 & 9)
(Remuneration Matters / Level & Mix of Remuneration / Disclosure of Remuneration)
The RC comprises 3 non-executive directors, two of whom are independent directors.
The Chairman of the RC is Mr Lee Joo Hai and the 2 other members are Mr Tan Kok
Hiang and Mr Ronald Issen. Mr Lee, the RC Chairman, is not associated with the
substantial shareholder.
The RC reviews and recommends to our Board in consultation, a framework of
remuneration and to determine specific remuneration packages and terms of
employment for directors and those employees related to executive directors and
controlling shareholders of our Group. The RC has full authority to engage any
external professional advice on matters relating to remuneration as and when the
need arises.
The Executive Director has service agreement/contract which is renewed every three
years.
The non-executive Directors are paid yearly directors’ fees of an agreed amount and
the said fee is subjected to shareholders’ approval at AGM. Currently, the Company
does not have any long-term incentive scheme for its directors.
There are no material contracts and loan of our Group involving the interest of the
CEO, director or controlling shareholder, either still subsisting at the end of the
financial year or if not then subsisting, entered into since the end of the previous
financial year save as disclosed as Interested Person Transactions on Page 43 of the
Annual report.
The remuneration policy for key executives is a fixed salary commensurate with
their job scope and responsibilities, plus a variable bonus based on the Group’s
performance and that of the key executives. Our Group does not have any employee
share option scheme.
There are no employees whose remuneration exceeds $150,000 during the year who
are related to the Directors or the CEO or Substantial Shareholders.
38 Annual Report
Guideline 9.1
Guideline 9.4
Guideline 9.3