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Company’s insurance scheme at our Company’s expense during the 6-month period following notice of
termination, provided, that in the event the Director’s termination is due to a total disability, payment of all
benefits and incentives under our Company’s policy to the Director shall be subject to reduction from time to
time by the amount received from time to time by the Director under any disability insurance policy of our
Company.
The Service Agreements also contain non-competition, non-solicitation and confidentiality undertakings
by each of the Executive Directors, which are effective throughout the term of their employment with our
Company and for a period of 12 months after their employment with our Company ceases. Under the Service
Agreements: (i) our Executive Chairman, Yaw Chee Siew will receive a monthly salary of S$40,000; and
(ii) our Group Managing Director, Lee Kok Wah will receive a monthly salary of S$40,000. The monthly
salaries mentioned herein exclude employers’ contributions to CPF.
Our Company will reimburse our Executive Directors, certain expenses reasonably incurred by them in
the performance of their duties, during the term of their Service Agreements such as transportation,
communications and entertainment. The two Executive Director are each provided with a car.
In respect of each financial year, none of our Executive Directors shall be eligible to receive a thirteenth
month salary as a bonus.
Profit Sharing Scheme
As a performance incentive, we have a profit-sharing scheme pursuant to which certain of our Executive
Directors, namely Yaw Chee Siew and Lee Kok Wah, are each entitled under their relevant Service
Agreements and subject to the approval of our Remuneration Committee, to an incentive bonus, which is
calculated based on the PBT (as defined below) as follows:
Where the PBT does not exceed S$20.0 million ...................... Nil
Where the PBT exceeds S$20.0 million but does not exceed
S$30.0 million. ............................................ 0.50% of PBT
Where the PBT exceeds S$30.0 million but does not exceed
S$40.0 million. ............................................ 1.00% of PBT
Where the PBT exceeds S$40.0 million but does not exceed
S$50.0 million. ............................................ 1.25% of PBT
Where the PBT exceeds S$50.0 million but does not exceed
S$60.0 million. ............................................ 1.50% of PBT
Where the PBT exceeds S$60.0 million but does not exceed
S$80.0 million. ............................................ 1.50% of PBT
Where the PBT exceeds S$80.0 million but is less than S$100.0 million .... 1.75% of PBT
Where the PBT exceeds or is equivalent to S$100.0 million . ............ 2.00% of PBT
For this purpose, “PBT” refers to our audited consolidated profit before tax excluding gains on
exceptional items and extraordinary items.
Save for the Service Agreements, the incentive bonuses that are provided for in the letters of employment
with our Executive Officers and employees, there are no other bonus or profit sharing plans or any other
profit-linked agreements or arrangements between our Company and any of our Executive Directors.
Save as disclosed above, there are no existing or proposed service contracts entered into or to be entered
into by our Company or any of our subsidiaries with any of our Executive Directors which provides for
compensation in the form of stock options, or pension, retirement or other similar benefits, or other benefits,
upon the termination of employment.
Corporate Governance
Our Directors recognise the importance of corporate governance and the high standards of accountability
to our Shareholders and will follow closely the recommendations of the Code of Corporate Governance 2005
issued in July 2005 (the “Code”).
The Code recommends that the roles of executive chairman and chief executive officer be separated, to
ensure an appropriate balance of power and increase accountability to shareholders. Keeping in line with this
practice, Yaw Chee Siew is appointed as our Executive Chairman and Lee Kok Wah is appointed as our Group
Managing Director.
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