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Baker Technology LimitedAnnual Report 2014
Company Secretary
The Board has direct and independent access to the Company Secretary, whose duties and responsibilities are
clearly defined. The Company Secretary attends all Board and Board Committee meetings and ensures that all
Boardproceduresare followed.TheCompanySecretary, togetherwithManagement, alsoensures that theCompany
complieswithall applicablestatutoryand regulatory rules.TheminutesofallBoardandBoardCommitteesmeetings
are circulated by the Company Secretary to the respective Board and Board Committees. The appointment and
removal of theCompany Secretary is subject to the approval of theBoard.
Independent Professional Access
The Directors, either individually or as a group, are entitled to take independent professional advice, where
appropriate, with suchexpenseborneby theCompany.
REMUNERATIONMATTERS
Principle7: Procedures forDevelopingRemunerationPolicies
TheRemunerationCommittee (“RC”) comprises the following threemembers:
MsHanSahHeokVicky
(Chairman and IndependentDirector)
Mr AngMiahKhiang
(IndependentDirector)
Mr LimHoSeng
(Non-ExecutiveDirector)
The RC’s principal responsibilities are set out in its terms of reference approved by the Board. These are to review
and recommend a framework of remuneration for the Directors and key management personnel and the specific
remuneration packages including but not limited to Director’s fees, salaries, allowances, bonuses, options, share-
based incentives and awards andbenefits in kind of the ExecutiveDirectors and keymanagement personnel; and to
ensure that the framework is competitive and sufficient to attract, retain andmotivate theDirectors to provide good
stewardshipof theCompanyand thekeymanagementpersonnel tosuccessfullymanage theCompany.Noneof theRC
membersorDirectors is involved indeliberations in respect of any remuneration, compensationor any formof benefit
tobegranted tohim/her.TheRChas fullauthority toengageanyexternal independentprofessionaladviceonexecutive
compensationand remuneration relatedmatters, if andwhen requiredat theCompany’sexpense.
The RC reviews the Company’s obligations under the service agreements of the Executive Directors and key
managementpersonnel thatwouldarise in theevent of terminationof these serviceagreements toensure that such
service agreements contain fair and reasonable termination clauses.
Principle8: Level andMixof Remuneration
Remuneration of ExecutiveDirectors andKeyManagement Personnel
The Group’s remuneration policy for Executive Directors and key management personnel comprises base/fixed
salarycomponentandavariablebonuscomponent that is linked to theCompany/Groupand individualperformance
and alignment with the interests of shareholders to promote the long-term success of the Company. In setting
remuneration packages, the Group takes into consideration themarket and pay conditions within the industry as
well as theGroup’s performance in the relevant financial year and individual performance.
