There is a formal and transparent procedure for developing policy on executive remuneration and for fixing the
remuneration packages of individual top management executives including directors.
The RC is guided by its Terms of Reference, which sets out its responsibilities. The primary function of the RC
is to advise the Board on compensation issues generally, and in particular, in relation to Directors and key
management executives, bearing in mind that a meaningful portion of Management’s compensation should be
contingent upon financial performance in order to foster the creation of long-term shareholder value.
The principal responsibilities of the RC include the following:
–
advise the Board of Directors on compensation matters, as well as best practice with regard to non-cash
compensation and trends;
–
review Management’s appraisal on current market situation as it relates to compensation and
Management’s recommendation of the overall aggregate adjustments to be made at the annual review of
compensation for all staff, Management and Directors, including stock options and other equity incentive
schemes;
–
recommend to the Board compensation packages for senior management, non-executive directors and
Managing Director;
–
responsible for the grant of options and other equity incentives, if any, to Directors, Management and
staff based on the recommendations by the Management;
–
oversee the implementation of remuneration policies within the InnoTek Group and ensure that no director
participates in decisions on his own remuneration matter; and
–
ensure that appropriate structures for management succession and career development are adopted.
LEVEL AND MIX OF REMUNERATION
Principle 8: Appropriate remuneration to attract, retain and motivate directors
In setting remuneration packages, the RC considers the level of remuneration to attract, retain and motivate
Executive Directors and Key Management and to align their interests with those of shareholders. A proportion
of Executive Directors’ remuneration is structured to link rewards to the performance of the InnoTek Group as
a whole, as well as individual performance.
On an annual basis, the RC reviews the level and mix of remuneration and benefits policies and practices of the
Company. When conducting such reviews, the RC takes into account the performance of the Company and that
of individual employees. It also reviews and approves the framework for salary reviews, performance bonus and
incentives for key management employees.
I N N O T E K L I M I T E D
A N N U A L R E P O R T 2 0 1 5
24
CORPORATE
GOVERNANCE REPORT
