REPORT ON CORPORATE GOVERNANCE
TheBoard as awhole shall cover all aspects of remunerationof ExecutiveDirectors, theonly oneof whomcurrently is theManaging
Director of the Company. This includes but is not limited to Executive Directors’ fees, salaries, allowances, bonuses, and benefits
in kind, bearing in mind that a meaningful portion of the Executive Directors’ remuneration shall be contingent upon the financial
performance of the Group in order to foster the creation of long term shareholder value.
The responsibilities of the Compensation Committee include:-
(i)
recommending to the Board the framework of remuneration for the Executive Directors and the key management of the
Group;
(ii) determining and setting the specific remuneration packages for each of the Executive Directors and the key management
of the Group;
8. Level and Mix of Remuneration
In setting remuneration packages, the Compensation Committee will take into consideration the pay and employment conditions
within the industry the Group operates in as well as companies within the same business segment as there are no exactly
comparable companies. In addition, the Compensation Committee will take into account the Group’s relative performance and
the performance of individual Directors and the key management of the Group when setting the remuneration packages.
The compensation of the Managing Director comprises performance-related elements, which form a significant proportion of his
total remuneration package. These performance-related elements are designed to align the interests of the Managing Director
with those of the shareholders such that the Managing Director’s rewards are linked to the performance of the Group as well as
his individual performance. There are appropriate andmeaningful measures for the purpose of assessing theManaging Director’s
performance.
The remuneration of Non-executive Directors is determined based on the level of contribution by the respective Non-executive
Directors, taking into account factors such as effort and time spent, and responsibilities of the Non-executive Directors. The
Compensation Committee has assessed and is satisfied that the Non-executive Directors are not over-compensated to the extent
that their independence is compromised and is of the opinion that it is not necessary to consult experts on the remuneration of
Non-executive Directors.
The Board will be recommending the fees of the Non-executive Directors for approval at the Annual General Meeting.
There are no existing service contracts between the Company and the Executive Director.
9. Disclosure on Remuneration
The Group’s remuneration policy is to be competitive within its industry and to offer fair and reasonable remuneration packages
that are commensuratewith competence, level of responsibility, performance and contributions to theGroup. Based on this broad
principle, the Compensation Committee has the responsibility and discretion to recommend to the Board the remuneration
packages for the Executive Director, all of the Non-executive Directors and key management of the Group, and the Managing
Director has the responsibility and discretion to determine remuneration packages of all other employees who are non-key
management of the Group.
The Company adopts an incentive compensation plan based on profits. Under the terms of the plan, incentive compensation for
eligible employees is tied to the creation of profits. The purpose of the incentive plan is to use incentive compensation tomotivate
performance, which is consistent with the creation of shareholder value over the long term. A variable bonus is only declared if the
Group earns more than its profit target. The plan thus makes participants accountable for the earnings of the Group.
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CSE Global Limited
