51 ANNUAL REPORT 2023 As the NC will be measuring the Board’s stewardship of the Company based principally on qualitative criteria, it is therefore not easy to show a direct correlation between the Board’s actions taken as a whole and the Company’s long term performance. Therefore, the NC will not attempt to specifically quantify the Board’s contribution to enhancing long term shareholders’ value, for instance, by measuring it against the Company’s share price performance over a five-year period vis-à-vis the Singapore Straits Times Index. As such, the Company’s share price performance will not be used as a performance evaluation criterion of the Board. In addition, there are no specific benchmark indices of industry peers for comparison in respect of such quantitative performance criteria. In the absence of any appropriate and relevant benchmark indices, the benchmark indices of industry peers will also not be used as a performance evaluation criterion of the Board. Individual Director Evaluation Individual Director self-assessment is also conducted to provide performance feedback which can help individuals to evaluate their own skills and performance as directors and motivate them to more effective contributors. The Board is cognizant that individual director evaluations are an important complement to the evaluation of a board’s overall performance and the results of the Individual Director self-assessment are also compiled by the Company Secretary and discussed by the NC. The assessment of CEO’s performance is undertaken by the Board and the results are reviewed by the NC and Board. Feedback is also provided to the CEO by the NC Chairman and the NC will also report the same to the Board. REMUNERATION MATTERS Procedures for Developing Remuneration Policies Principle 6 The members of the CC at the date of this report comprise the following Directors: - Lim Ming Seong – Chairman Sin Boon Ann Wong Su Yen Derek Lau Tiong Seng The CC comprises four members of whom 3 are non-executive and independent directors and 1 is non-executive and non-independent director. The Chairman of the CC, Mr Lim Ming Seong, is an Independent Director, who is knowledgeable in the field of executive compensation. In addition, the CC has access to the relevant expert advice within the Company. During FY2023, the CC held one meeting. The CC is guided by its terms of reference which is in line with the 2018 CG Code and its responsibilities of the CC include: (a) recommending to the Board the fee framework for Non-Executive Directors; (b) recommending to the Board the framework of remuneration for CEO, and key management personnel (who are not Directors); (c) determining and setting specific remuneration packages (such as annual increments, variable bonuses, long-term incentive awards and other incentive awards or benefits in kind) for each of CEO and key management personnel in accordance with the approved remuneration framework and ensuring that an appropriate proportion of their remuneration is structured so as to link rewards to corporate and individual performance; (d) approving the total bonus pool for distribution to staff of all grades at each year end; (e) administering share plan that may be established from time to time for the Directors and KMP; REPORT ON CORPORATE GOVERNANCE
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