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Corporate Governance Reportnon-executive and independent directors and one executive director. The RC has adopted specific terms of reference.The RC has access to independent professional advice, if necessary.The members of the RC are as follows :-Mr Ch’ng Jit Koon (Chairman)Dr Tan Eng LiangDr Ker Sin TzeMr Tjioe Ka MenThe RC’s main duties are :-(a) to review and recommend to the Board in consultation with management and the Chairman of the Board a frameworkof remuneration and to determine the specific remuneration packages and terms of employment for each of theexecutive directors of the Group key executives, including those employees related to the executive directors andcontrolling shareholders of the Group.(b) to recommend to the Board, in consultation with management and the Chairman of the Board, the Executives’Share Option Schemes or any long term incentive schemes which may be set up from time to time and to do allacts necessary in connection therewith.(c) to carry out its duties in the manner that it deemed expedient, subject always to any regulations or restrictions thatmay be imposed upon the RC by the Board of Directors from time to time.As part of its review, the RC shall ensure that :(a) all aspects of remuneration, including director’s fees, salaries, allowances, bonuses, options and benefits-in-kindsshould be covered.(b) the remuneration packages should be comparable within the industry and comparable companies and shallinclude a performance-related element coupled with appropriate and meaningful measures of assessing individualexecutive directors’ performances.(c) the remuneration package or employees related to executive directors and controlling shareholders of the Groupare in line with the Group’s staff remuneration guidelines and commensurate with their respective job scopes andlevels of responsibilities.No director is involved in deciding his own remuneration.The non-executive and independent directors do not have any service contracts. They are paid a basic fee and additionalfees for serving on any of the Committees. The Board recommends payment of such fees to be approved by shareholdersas a lump sum payment at the Annual General Meeting of the Company. Executive directors do not receive directors’fees. The Chairman, Mr Zhou Yingnan is paid a fee pursuant to a contract for serving as the Group’s consultant. Abreakdown, showing the level and mix of each individual director’s remuneration paid and payable for FY2002 is asfollows: 18
Directors’ RemunerationRemuneration Salary Performance Other TotalBand & Fees Based Bonuses Benefits RemunerationS$ % % % %Executive DirectorsTjioe Ka Men < 250,000 100 - - 100Tjioe Ka In < 250,000 100 - - 100Non-Executive DirectorsZhou Yingnan < 250,000 100 - - 100Tan Eng Liang < 250,000 100 - - 100Ker Sin Tze < 250,000 100 - - 100Ch’ng Jit Koon * < 250,000 - - - -* Appointed as Director on 20/12/2002.The service contracts of the executive directors, key executives and employees related to our Directors have beenreviewed by the RC. According to the respective contracts :-a) the remuneration include a fixed salary, a bonus and a variable performance bonus which is linked to the Group andindividual performance.b) there are no onerous compensation commitments on the part of the Company in the event of a termination of theservice of the executive director.c) except for the CEO’s appointment which is fixed for 5 years (renewable thereafter), there is no fixed appointmentperiod for the other executive director and employees.The Company does not have any employee share option schemes or other long-term incentive scheme for directors atthe moment.The overall wage policies for the employees are linked to performance of the Group as well as individual and determined by theBoard and its Remuneration Committee. The Board will respond to any queries raised at AGMs pertaining to such policies.Accordingly, it is the opinion of the Board that there is no necessity for such policies to be approved by the shareholders.Disclosure of the top five executives’ remuneration (executives who are not directors of the Company ) in bands ofS$250,000 for FY2002 is as follows :-Name of Remuneration Performance OtherExecutive Band Salary Based Bonuses Benefits TotalS$ % %William Tan Eng Sing < 250,000 100 - - 100Lim Quee Teck < 250,000 100 - - 100Jocelyn Tjioe Ka Lie < 250,000 100 - - 100Rena Leong < 250,000 100 - - 100Vincent Phang < 250,000 100 - - 100Two employees of the Group are immediate family members of the Chairman and the remuneration of each of theseemployees did not exceed $150,000/- for the year ended 31 December 2002. 19
Page 1 and 2: ContentsAnnual Report 20022Chairman
Page 3 and 4: • In May, we opened Imperium, a 5
Page 5 and 6: FAMILY RESTAURANTSAmong our family
Page 7 and 8: Corporate InformationBOARD DIRECTOR
Page 9 and 10: Management TeamANDREW TJIOEManaging
Page 11 and 12: Development from 1975 to 1978 and S
Page 13 and 14: and Corporate Affairs, a position s
Page 15 and 16: The EXCO evaluates and recommends t
Page 17: 3) reviews the co-operation given b
Page 21 and 22: Our AwardsWinner at the Wine & Dine
Page 23 and 24: Restaurant : The Paramount- Great C
Page 25 and 26: Restaurant : Lao Beijing Dining Hal
Page 27 and 28: Restaurant : House of Mao Hunan Hot
Page 29 and 30: Our New RestaurantsRestaurant : IMP
Page 31 and 32: Financial Reports32 Directors' Repo
Page 33 and 34: Group’s equityShare of net Before
Page 35 and 36: Shareholding in whichShareholding r
Page 37 and 38: which he has a substantial financia
Page 39 and 40: Balance SheetsDecember 31, 2002ASSE
Page 41 and 42: Statements of Changes in EquityFina
Page 43 and 44: During the financial year, the grou
Page 45 and 46: loss statement from the effective d
Page 47 and 48: p) FOREIGN CURRENCY TRANSACTIONS -
Page 49 and 50: At December 31, 2002, the group’s
Page 51 and 52: 7 INVENTORIESGroupCompany2002 2001
Page 53 and 54: 10 GOODWILLGroup2002 2001$ $Costs:A
Page 55 and 56: 14 OBLIGATIONS UNDER FINANCE LEASES
Page 57 and 58: 19 REVENUEGroupCompany2002 2001 200
Page 59 and 60: The number of directors of the comp
Page 61 and 62: 29 CAPITAL EXPENDITURE COMMITMENTSG
Page 63 and 64: Statistics of ShareholdingsAS AT 11
Page 65 and 66: Notice of Annual General MeetingNOT
Page 67 and 68: TUNG LOK RESTAURANTS (2000) LTD(Inc

Contents - Tung Lok Restaurants 2000 Ltd

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