60
BAKERTECHNOLOGYLIMITED
ANNUALREPORT2013
CorporateGovernance
sustain
The Group’s remuneration policy comprises a base/fixed salary component (which includes the 13
th
month based AWS) and
a variable bonus component that is linked to theCompany/Group and individual performance.
Directors’ Fees
The Executive Directors do not receive Directors’ fees. Non-Executive Directors, including Independent Directors, (save for
Mr Tan Yang Guan, who is remunerated by way of consultancy fees for the providing financial advice and overview to the
Group) are paid Directors’ fees which take into consideration the time and effort spent and responsibilities of the Directors.
TheDirectors’ fees comprise a basic fee and additional fees for appointment on BoardCommittees.
Following a review by the RC to align the fees with prevailingmarket rates and to reflect the new structure of the Board, it is
proposed that adjustments bemade to theDirectors’ fee framework in respect of thefinancial year ending31December 2014
(“FY2014”).
The current and proposed frameworks are as set out below.
FY2013 Fee
(per annum)
Proposed
FY2014 Fee
(per annum)
Basic Fee for BoardMembers
$35,000
$38,500
Additional fee:
- Allowance for BoardChairman
$5,000
75.0%of Basic Fee
- Allowance for Lead Independent Director
-
20.0%of Basic Fee
- Audit CommitteeChairman
50.0%of Basic Fee
50.0%of Basic Fee
- Audit CommitteeMembers
25.0%of Basic Fee
25.0% of Basic Fee
- Remuneration / NominatingCommitteeChairman
25.0% of Basic Fee
25.0% of Basic Fee
- Remuneration / NominatingCommitteeMembers
12.5% of Basic Fee
12.5%of Basic Fee
In addition to the above framework for FY2013, the BoardChairman is paid a consultancy fee of $18,000 for his involvement
inmatters relating to Investor Relations.However for FY2014, it isproposed that the consultancy feebe replacedbyan increase
in the BoardChairman allowance and an allowance for the Lead ID be introduced for FY2014 given the new Lead ID role. To
facilitate timely payment of Directors’ fees, the RC had also recommended that Directors’ fees be paid on a quarterly basis in
arrears for FY2014.
The Directors’ fees payable to Non-Executive Directors are subject to shareholders’ approval at the AGM. The RC has
recommended a total Directors’ fees of $172,709 for the financial year ended31December 2013. Shareholders’ approval will
alsobe sought for Directors’ fees proposed for FY2014 amounting to$275,596. The increase inDirectors’ fees from FY2013 is
mainly due to an increase in the number of Non-ExecutiveDirectors aswell as the increase inBasic Fee.
