Osim FR 050407.indd

In 2006, the Audit & Risk Management team, together with KPMG,has developed the Enterprise Risk Management framework in theCompany.The Company is expected to roll out both Control Self-Assessmentand Enterprise Risk Management programmes to its subsidiariesof the Company over time.Remuneration Committee (“RC”)Principle 7: Procedures for Developing Remuneration PoliciesPrinciple 8: Level and Mix of RemunerationPrinciple 9: Disclosure on RemunerationThe RC was formed on 27 December 2002 by combining theprevious Compensation Committee and OSIM Share Option SchemeCommittee.The RC consists of five directors, of whom three are non-executiveand independent directors. The RC is chaired by Mr Ong Kian Min,an independent and non-executive director.The RC’s principal responsibilities are to:1) Approve the structure of the compensation programme fordirectors and senior management to ensure that the programmeis competitive and sufficient to attract, retain and motivatesenior management of the required quality to run the Companysuccessfully;2) Review directors’ and senior management’s compensationannually and determine appropriate adjustments; and3) Administer the OSIM Employee Share Option Scheme (the“OSIM ESOS”). Any matter pertaining or pursuant to the OSIMESOS and any dispute and uncertainty as to the interpretationof the OSIM ESOS, any rule, regulation or procedure thereunderor any rights under the OSIM ESOS shall be determined by theRC.The CEO and executive directors’ remuneration packages includea variable bonus element which is performance-related.Directors’ fees are set in accordance with a remuneration frameworkcomprising basic fees. Executive directors do not receive directors’fees. Non-executive directors are paid directors’ fees, subject toapproval at the AGM.For competitive reasons, the Company is not disclosing eachindividual director’s remuneration. Instead, we are disclosing theband of remuneration in note 31 to the financial statements.Number of directors of the Company in remuneration bands:2006 2005$500,000 and above 1 3$250,000 to $499,000 2 -Below $250,000 5 58 8Corporate Governance Report 57 Annual Report 2006