Annual Report 2012 - singapore land limited

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12 Singapore Land Limited - Annual Report 2012 CORPORATE GOVERNANCE REPORT PROCEDURES FOR DEVELOPING REMUNERATION POLICIES Remuneration Committee There is a formal and transparent procedure for developing policies on executive remuneration and for fi xing the remuneration packages of individual Directors. The members of the RC are M/s Alvin Yeo Khirn Hai (Chairman), Wee Cho Yaw, James L. Go, Hwang Soo Jin and Roberto R. Romulo. The RC is made up of non-executive Directors, the majority of whom, including the Chairman are independent. The RC’s main Terms of Reference are: (a) reviewing the existing benefi t and remuneration systems, including the Performance or Variable Bonus Schemes and the Executive Share Option Scheme (“ESOS”) of its holding company, United Industrial Corporation Limited (“UIC”) and proposing any amendment/update, where appropriate, to the Board for approval; (b) approving the remuneration packages of the CEO and senior Management of the Group; (c) administering the UIC ESOS, which was approved and extended by shareholders on 18 May 2001 and 27 April 2011 respectively, including approving allocations of options to qualifying executives including executive Directors of the Company; and (d) recommending appropriate fees for Directors taking into account their services and contributions on the various Board Committees; (e) reviewing the Company’s obligations arising in the event of termination of executive director and key management personnel’s contract of service to ensure that the contracts of service contain fair and reasonable termination clauses that are not overly generous. For consideration on the appropriate remuneration for its Directors and key management personnel, the RC is guided by Key Performance Indicators (“KPIs”) of the Company which, includes profi tability and return on equity. The President’s/ CEO’s remuneration is decided by the RC and the President/CEO is not present in the discussion. LEVEL AND MIX OF REMUNERATION In determining the remuneration of Directors and Senior Management, the RC will take into account the Company’s performance and the performance of Directors and Senior Management. The Board, with the RC’s input, periodically reviews the Company’s remuneration policy to ensure that it is in line with market practices and that the level and structure of remuneration is aligned with the long-term interest of the Company and is appropriate to attract, retain and motivate Directors and key management personnel. No member of the RC or any Director is involved in the deliberations in respect of any remuneration, compensation, options or any form of benefi ts to be granted to him. The Company’s remuneration packages for its key executives including the executive Director of the Company include share options granted under the UIC Share Option Scheme. Details of the UIC ESOS are set out in the Directors’ Report section of UIC’s Annual Report under Share Options and can also be found on the website www.uic.com.sg. The non-executive Directors’ remuneration consist of directors’ fees and where applicable, additional fees for serving on Board Committees. To align remuneration with the Company’s performance and long term interest, the UIC share options are exercisable in accordance with the vesting schedule. In the event of a participant’s misconduct, the RC may treat the options as lapsed and null and void. There are no special service contracts offered by the Company.
Singapore Land Limited - Annual Report 2012 13 CORPORATE GOVERNANCE REPORT Remuneration of Directors For The Year Ended 31 December 2012 is as follows: Remuneration Band and Name of Director $500,000 - $750,000 Base/ Fixed Salary Variable or Performance- Related Income/ Bonuses Directors Fees Share Options Granted, Allowances and Other Benefits Lim Hock San @ 54% 34% n/a 12% Below $250,000 Wee Cho Yaw n/a n/a 100% n/a John Gokongwei, Jr. n/a n/a 100% n/a James L. Go n/a n/a 100% n/a Lance Y. Gokongwei n/a n/a 100% n/a Gwee Lian Kheng n/a n/a 100% n/a Hwang Soo Jin n/a n/a 100% n/a Roberto R. Romulo n/a n/a 100% n/a Tan Boon Teik * n/a n/a 100% n/a Wee Ee Lim n/a n/a 100% n/a Alvin Yeo Khirn Hai n/a n/a 100% n/a Yang Soo Suan ** n/a n/a 100% n/a * passed away on 10 March 2012 ** appointed Director on 27 April 2012 Remuneration of Key Executives (who are not also Directors) For The Year Ended 31 December 2012 is as follows: Remuneration Band and Name of Key Executive@ $250,000 - $500,000 Base/ Fixed Salary Variable or Performance- Related Income/ Bonuses Share Options Granted, Allowances and Other Benefits Michael Ng Seng Tat 66% 21% 13% Below $250,000 Han Chan Juan 63% 15% 22% Loy Chee Chang 53% 13% 34% Goh Poh Leng 52% 15% 33% Susie Koh 59% 14% 27% @ The remuneration of the executive director and key executives are apportioned between the Company and its holding company, UIC. Their duties and responsibilities cover both companies. The above remuneration band represents the quantum borne by the Company. No employee of the Company and its subsidiaries was an immediate family member of a Director or the CEO and whose remuneration exceeded $50,000 during the fi nancial year ended 31 December 2012.
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SINGAPORE LAND LIMITED Company Regi
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Incorporated in the Republic of Sin
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