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ar 08 EN - Investor Relations

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• Review the composition, size and experience of the Bo<strong>ar</strong>don a regul<strong>ar</strong> basis, including current and futurerequirements, having reg<strong>ar</strong>d in p<strong>ar</strong>t to regulatory constraints.• Make recommendations to the Bo<strong>ar</strong>d of candidates withproper qualifications for the Bo<strong>ar</strong>d to submit forappointment to the annual general sh<strong>ar</strong>eholders meeting.• Seek proposals of individuals for appointment asindependent members of the Bo<strong>ar</strong>d.• Ensure that new members to the Bo<strong>ar</strong>d p<strong>ar</strong>ticipate in theorientation program for new directors.• Review and recommend to the Bo<strong>ar</strong>d the remuneration<strong>ar</strong>rangements for non-executive and independent membersof the Bo<strong>ar</strong>d, including their responsibilities for Committeeactivities, for subsequent approval by sh<strong>ar</strong>eholders.• Make recommendations to the Bo<strong>ar</strong>d for the successorto the Chief Executive Officer when considered necess<strong>ar</strong>y.• Develop a succession plan for the Chief Executive Officerthat considers both potential internal and externalcandidates.Remuneration• Review Glow’s annual remuneration strategy andrecommend strategy to the Bo<strong>ar</strong>d for endorsement.• Establish guidelines for remuneration on the initialappointment of the CEO and the Executive Vice Presidentsof Glow.• Ensure that a proper system of long and short-termcompensation is in place to provide performance-orientedincentives to management.• Monitor implementation of Glow’s human resources visionand strategy, including management development programsfor senior executives.• Evaluate the Chief Executive Officer’s performance basedon a personal development plan, which incorporates shorttermand long-term objectives together with performancet<strong>ar</strong>gets linked to Glow’s strategy. Determine the sal<strong>ar</strong>y andbenefits annually at the end of each financial ye<strong>ar</strong>.• Ensure that Glow’s remuneration packages <strong>ar</strong>e competitivein view of industry practices, and judge where to positionGlow relative to other simil<strong>ar</strong> companies with respect tosal<strong>ar</strong>ies and relevant performance of comp<strong>ar</strong>able banks.• Provide a remuneration policy and package designed toattract, retain and motivate staff of outstanding ability andof the quality required but, the Committee should avoid,where possible, paying more than is necess<strong>ar</strong>y for thispurpose.26 Annual Report 20<strong>08</strong>

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