Corporate
Governance
Corporate
Governance
59
BAKER TECHNOLOGY LIMITEDANNUAL REPORT 2012
58
BAKER TECHNOLOGY LIMITEDANNUAL REPORT 2012
The Board has direct and independent access to
Company’s Senior Management and the Company
Secretary for support in the discharge of their
responsibilities. The Company Secretary attends all
Board and committee meetings and ensures that
all Board procedures are followed. The Company
Secretary, together withManagement, also ensures that
the Company complies with all applicable statutory and
regulatory rules. Theminutes of all Board and committee
meetings are circulated to theDirectors. Theappointment
and removal of the Company Secretary is subject to the
approval of the Board.
REMUNERATIONMATTERS
Procedures forDeveloping
RemunerationPolicies
Principle7:
There should be a formal and transparent procedure for
developing policy on executive remuneration and for
fixing the remuneration packages of individual directors.
No director should be involved in deciding his own
remuneration.
LevelandMixofRemuneration
Principle8:
The level of remuneration should be appropriate to
attract, retain and motivate the directors needed to run
the company successfully but companies should avoid
paying more than is necessary for this purpose. A
significantproportionofexecutivedirectors’remuneration
should be structured so as to link rewards to corporate
and individual performance.
DisclosureonRemuneration
Principle9:
Each company should provide clear disclosure of its
remuneration policy, level andmix of remuneration, and
the procedure for setting remuneration in the company’s
annual report. It shouldprovidedisclosure in relation to its
remuneration policies to enable investors to understand
the link between remuneration paid to directors and key
executives, and performance.
TheRemunerationCommittee (“RC”) comprises threenon-
executive directors, namelyMr LimHoSeng (Chairman),
Mr Tan Yang Guan and Mr Wong Meng Yeng. Mr Lim
and Mr Wong are independent directors. Mr Tan is a
non-independent director.
The RC is guided by its Terms of Reference, which sets
out it responsibilities. The RC reviews the framework
of remuneration for Directors serving on the Board
and Board committees. In reviewing the remuneration
of Directors and key executives, the RC considers the
market conditions, pay conditions within the industry as
well as theCompany’s performance and the individual’s
performance. None of the RC members or Directors is
involved in deliberations in respect of any remuneration,
compensation or any form of benefit to be granted to
him. The RC also has access to external professional
advice on executive compensation and remuneration
matters, if andwhen required.
The Group’s remuneration policy comprises two
components. One component is fixed in the form of a
base salary which includes the 13
th
month based AWS.
The other component is the variable bonus which is
dependent on the financial performance of the Group
and the individual’s performance.
The Baker Group Share Option Scheme 2002 expired
inMay 2012.
All independent non-executive Directors are paid
Directors’ fees which are subject to approval at AGMs.
The non-executive Chairman of the Board is paid a
consultancy fee of S$18,000 for his involvement in
matters relating to Investor Relations.
There are no employees in the Company who are
immediate family members of any of the directors or
the CEO and whose remuneration exceeds S$150,000
during FY2012.
ACCOUNTABILITYANDAUDIT
Accountability
Principle10:
TheBoardshouldpresentabalancedandunderstandable
assessment of the company’s performance, position and
prospects.
The Board, through its announcements of quarterly
and full-year results as well as price sensitive issues,
aims to provide shareholders with a balanced and
understandable assessment of the Group’s financial
performance, position and prospects.
The Company recognises the importance of providing
the Board with a continual flow of relevant information
on an accurate and timely basis in order that it may
effectively discharge its duties.
On a regular basis, Board members are provided
with business and financial reports comparing actual
performance with budget, highlights on key business
indicators and other major issues.
AuditCommittee
Principle11:
The Board should establish an Audit Committee with
written terms of reference which clearly set out its
authority and duties.
The Audit Committee (“AC”) comprises Mr LimHo Seng
(CommitteeChairman),MrTanYangGuan (Member)and
Mr Wong Meng Yeng (Member), all of whom are non-
executive directors. The majority of the members have
relevant accounting or related financial management
expertise and experiencewith theChairman andMr Tan
YangGuan being qualified accountants.
A breakdown showing the level andmix of the Directors’ remuneration payable for FY2012 is as follows:
Directors’ Remuneration
Name of Directors
Fees
(S$)
Salary, CPF
andAllowance
(S$)
Bonus
(S$)
Other Benefits
(S$)
Total
(S$)
LimHo Seng
70,625*
-
-
18,000**
88,625
Dr Benety Chang
-
273,310
1,045,000
22,000
1,340,310
Anthony Sabastian Aurol
-
433,390
1,031,000
22,400
1,486,790
Tan YangGuan
-
-
-
169,110**
169,110
Wong Kwan Seng Robert
35,000*
-
-
-
35,000
WongMeng Yeng
56,875*
-
-
-
56,875
* these fees are subject to approval by shareholders as a lump sum at the forthcomingAGM.
** this relates to consultancy fees paid by theCompany.
