Board Membership & Board PerformanceCorporateGovernance Statement(CON’T)Principle 4 :Principle 5 :There should be a formal and transparent process for the appointment of new directors to the Board. As aprinciple of good corporate governance, all directors should be required to submit themselves for re-nominationand re-election at regular intervals.There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by eachdirector to the effectiveness of the Board.The Nominating Committee was formed on 6 January 2003 and comprises five directors, including 3 independent directors, Mrs LeeSuet Fern, Mr Leong Horn Kee, and Mr Chay Yee Meng, 1 non-executive director, Mr Chang Yew Kong, and 1 executive director, MrTay Eng Hoe. Mrs Lee Suet Fern is the Chairman of the Nominating Committee.The role of the Nominating Committee is to perform the following functions:a) identifies and reviews all nominations for Board appointments and re-nominations of directors;b) assesses the effectiveness of the Board as a whole and the contribution by each individual director to the effectiveness of theBoard; andc) determines whether or not a Director is independent.In accordance with the Company’s Articles of Association, at each Annual General Meeting, one-third of the Board shall retire fromoffice by rotation provided that no Director holding office as Managing or Joint Managing Director shall be subject to retirement byrotation or be taken into account in determining the number of Directors to retire.Access to InformationPrinciple 6 :In order to fulfil their responsibilities, board members should be provided with complete, adequate and timelyinformation prior to board meetings and on an on-going basis.All directors are provided with complete, adequate and timely information prior to meeting and on a regular basis to enable them toperform their roles properly. All directors have separate and independent access to senior management and the company secretary.Should directors, whether as a group or individually, need independent professional advice in the furtherance of their duties, cost ofsuch professional advice will be borne by the Company.(B)REMUNERATION MATTERSProcedures for Developing Remuneration PoliciesPrinciple 7 :There should be a formal and transparent procedure for fixing the remuneration packages of individual directors.No director should be involved in deciding his own remuneration.The Compensation Committee oversees the general compensation of employees of our Group with a goal to motivate, recruit andretain employees and directors through competitive compensation and progressive policies. In particular, the CompensationCommittee is responsible for overseeing our employee profit sharing scheme as well as the share incentives, including the <strong>ECS</strong>Share Option Scheme I and <strong>ECS</strong> Share Option Scheme II. The Compensation Committee of the Board comprises Mr Teo Ek Tor, MrLin Chien, and Mr Chang Yew Kong. Mr Teo Ek Tor is the Chairman of the Compensation Committee.Level and Mix of Remuneration; Disclosure of RemunerationPrinciple 8 :The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run thecompany successfully but companies should avoid paying more for this purpose. A proportion of the remuneration,especially that of executive directors, should be linked to performance.32 <strong>ECS</strong> HOLDINGs LIMITED Annual Report 2005
Keep GoingCorporateGovernance Statement(CON’T)Principle 9 :Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and theprocedure for setting remuneration, in the company’s annual report.The Group’s remuneration policy is to provide a competitive remuneration package so as to attract, retain and motivate directors andsenior management of the required experience and expertise to run the Group successfully. In setting remuneration packages forexecutive directors and senior management of the Group, the pay and employment conditions within the industry and in comparablecompanies are taken into consideration.The compensation package of the Group’s executive directors including its Group CEO and senior management consists of salary,allowances, share options and bonuses which are conditional upon meeting certain performance targets.Non-executive directors have remuneration packages which consist of a directors’ fee component and a share option componentpursuant to the Company’s Share Option Scheme. The directors’ fee policy is based on a scale of fees divided into basic retainerfees as a director and additional fees for serving on board committees. Directors’ fees for non-executive directors are subject to theapproval of shareholders at the Annual General Meeting. The report on directors’ remuneration is given below:Summary compensation table for the year ended 31 December 2005Name of DirectorSalary%Bonus%Fees%Allowances andother Benefits%Total%$750,000 to below $1,000,000Tay Eng Hoe$500,000 to below $750,000Narong Intanate$250,000 to below $500,000Foo Sen ChinWang FangminBelow $250,000Liu WeiLin ChienChay Yee MengLeong Horn KeeLee Suet FernTeo Ek TorSeah Moon MingChang Yew Kong5243649895-------384923-----------1--1001001001001001001001081225-------100100100100100100100100100100100100Executives’ RemunerationRather than setting out the names of the top five key executives who are not also directors of the Company, we have shown a Groupwidecross-section of executive remuneration by number of employees earning $100,000 upwards in bands of $250,000 below. Thisshould give a macro view of the remuneration pattern in the Group, while maintaining confidentiality of staff remuneration matters.<strong>ECS</strong> HOLDINGs LIMITED Annual Report 200533