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Full Report - Fraser and Neave Limited

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REPORT ON CORPORATE GOVERNANCE<br />

for the year ended 30 September 2006<br />

Code 2005<br />

Principle 9:<br />

Disclosure on<br />

Remuneration<br />

Code 2005<br />

Guidelines 9.1 & 9.2:<br />

Remuneration of<br />

Directors <strong>and</strong> Top 5<br />

Key Executives<br />

Code 2005<br />

Guideline 9.4:<br />

Details of Employee<br />

Share Option Scheme<br />

The remuneration of Directors <strong>and</strong> the top 5 key executives (who are not also Directors), is set out<br />

below. Disclosure is provided to enable investors to underst<strong>and</strong> the link between remuneration paid to<br />

Directors, <strong>and</strong> key executives, <strong>and</strong> performance.<br />

a) Directors of the Company<br />

64 <strong>Fraser</strong> <strong>and</strong> <strong>Neave</strong>, <strong>Limited</strong> & Subsidiary Companies Annual <strong>Report</strong> 2006<br />

Allowances<br />

Fee Salary (4) Bonus & Benefits Total<br />

% % % % %<br />

i) Between $2,750,001 to $3,000,000<br />

Dr Michael Fam (1) 19 62 5 14 100<br />

ii) Between $2,000,001 to $2,250,000<br />

Dr Han Cheng Fong (2) – 59 33 8 100<br />

iii) Between $750,001 to $1,000,000<br />

Mr Patrick Goh (5) – 46 21 33 100<br />

Mr Anthony Cheong Fook Seng – 55 37 8 100<br />

iv) Below $250,000<br />

Mr Stephen Lee 100 – – – 100<br />

Mr Ho Tian Yee 100 – – – 100<br />

Mr Lee Ek Tieng 100 – – – 100<br />

Dr Lee Tih Shih 100 – – – 100<br />

Mr Nicky Tan Ng Kuang 100 – – – 100<br />

Mr Koh Beng Seng 100 – – – 100<br />

Mr Timothy Chia 100 – – – 100<br />

b) Key Executives of the Group<br />

i) Between $1,750,001 to $2,000,000<br />

Mr Koh Poh Tiong – 62 37 1 100<br />

ii) Between $1,000,001 to $1,250,000<br />

Mr Lim Ee Seng – 52 47 1 100<br />

iii) Between $500,001 to $750,000<br />

Dato’ Ng Jui Sia (3) – 67 24 9 100<br />

Mr Huang Hong Peng (6) – 58 29 13 100<br />

Mr Tan Ang Meng – 66 31 3 100<br />

(1) In addition, Dr Michael Fam received an ex-gratia payment of $1,000,000 when he retired as the Executive Chairman<br />

of the Group at the close of the Annual General Meeting of the Company held on 26 January 2006.<br />

(2) Dr Han Cheng Fong was appointed Group Deputy Chief Executive Officer <strong>and</strong> Managing Director up to 31 January 2006<br />

<strong>and</strong> Group Chief Executive Officer from 1 February 2006.<br />

(3) The remuneration paid to Dato’ Ng Jui Sia, who was appointed Chief Executive Officer of Times Publishing <strong>Limited</strong> from<br />

15 July 2006, includes his remuneration during the year as Managing Director, F&N Coca-Cola (Malaysia) Sdn Bhd.<br />

(4) Includes fees paid to Dr Michael Fam <strong>and</strong> Mr Patrick Goh as consultants after their retirement.<br />

(5) Mr Patrick Goh retired on 28 July 2006 <strong>and</strong> is a consultant with the Company on a 3-year contract.<br />

(6) Mr Huang Hong Peng resigned from the Company on 30 September 2006, to take up a position with Asia Pacific<br />

Breweries <strong>Limited</strong>.<br />

Information on the F&N ESOS is set out in the Directors’ <strong>Report</strong> on page 75. Information on key<br />

executives is set out on pages 70 <strong>and</strong> 71.

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