Annual Report 2012 - ecoWise Holdings Limited

ecoWise Holdings Limitedannual report 201233CORPORATE GOVERNANCEThe Executive Directors’ remuneration packages are based on service contracts. These include a profit sharingscheme that is performance related to align their interest with those of the shareholders. Independent Non-ExecutiveDirectors are paid yearly directors’ fees of an agreed amount and these fees are subject to shareholders’ approvalat AGM.No directors participate in decisions on their own remuneration.When required, the RC seeks professional advice externally pertaining to remuneration of Directors and KeyExecutives.The RC administers the ecoWise Performance Share Plan (“PSP”) adopted at the Extraordinary General Meetingheld on 23 March 2007. During the financial year ended 31 October 2012, the RC has reviewed and approved thegrant of 5,426,875 performance shares under the PSP of which 350,000 performance shares grant was cancelledduring the year. Details of the performance shares grant are set out on page 46 and 47 of this Annual Report.Principle 8: Level and Mix of RemunerationThe level of remuneration should be appropriate to attract, retain and motivate the directors neededto run the company successfully but companies should avoid paying more than is necessary for thispurpose. A significant proportion of executive directors’ remuneration should be structured so as to linkrewards to corporate and individual performance.The remuneration policy of the Group is to provide compensation packages at market rates, which reward successfulperformance and attract, retain and motivate Directors and employees.The Executive Directors do not receive directors’ fees. The remuneration for the Executive Directors and thekey executives comprises of fixed component and variable component. Fixed component is in the form of fixedmonthly salary whereas variable component is linked to the performance of the Group and individual. The currentservice agreements entered with Mr Lee Thiam Seng and Mr Low Kian Beng are on two-year and three-year basisrespectively.The Independent Non-Executive Directors receive directors’ fees, in accordance with their contributions, taking intoaccount factors such as responsibilities, effort and time spent for serving the Board and Board Committees. Forthe financial year ended 31 October 2012, directors’ fees of S$125,000 are recommended by the Board and aresubject to the approval of shareholders at the Company’s AGM to be held on 28 February 2013.In setting remuneration package, the RC ensures the Directors are adequately but not excessively remunerated ascompared to the industry and in comparable companies.