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TEHO INTERNATIONAL INC LTD Annual Report 2012 21
Access to Information
Principle 6: In order to fulfl their responsibilities, board members should be provided with
complete, adequate and timely information prior to board meetings and on an on-going
basis.
The Company recognizes the importance of unlimited and unhindered fow of information for
the Board to discharge its duties effectively. The management and the executive directors
furnish the Board, and where appropriate, each director regularly with information about the
Group as well as the relevant background information or explanatory information relating to
the business to be discussed at Board meetings. The directors are also provided with the
contact details of the Company’s senior management and company secretaries to facilitate
separate and independent access.
The company chief fnancial offcer and secretary attend all Board meetings. Together
with members of the Company’s management, the company secretaries are responsible
for ensuring that appropriate procedures are followed and that the requirements of the
Companies Act, Chapter 50, and the provisions in the Catalist Rules of the SGX-ST are
complied with. Directors have separate and independent access to the company secretaries
and the chief fnancial offcer. The appointment and the removal of the company secretaries
and the chief fnancial offcer is a matter for the Board as a whole. Each director has the
right to seek independent legal and other professional advice, at the Company’s expense,
concerning any aspect of the Group’s operations or undertakings in order to fulfl his duties
and responsibilities as director.
Procedures for Developing Remuneration Policies
Principle 7: There should be a formal and transparent procedure for fxing the remuneration
packages of individual directors. No director should be involved in deciding his own
remuneration.
The RC comprises Mr Khoo Ming Hon (Chairman of the RC), Mr Kwah Thiam Hock and
Mr Terrance Tan Kong Hwa. All members of the RC including the chairman are independent
directors.
The RC has written terms of reference that describe the responsibilities of its members.
The RC was formed to recommend to the Board a framework of remuneration for the directors
and key executives, and to determine specifc remuneration packages for each executive
director. All aspects of remuneration, including but not limited to directors’ fees, salaries,
allowances, bonuses and other benefts-in-kind are covered by the RC. Each member of the
RC shall abstain from voting on any resolutions in respect of his remuneration package.
The RC has the authority to seek any external professional advice on matters relating to
remuneration of directors as and when the need arises.
Level and Mix of Remuneration
Principle 8: 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 for this purpose. A proportion of remuneration, especially those of the CEO and COO,
should be linked to performance.
The Company has a remuneration policy for the CEO and COO, which comprises a fxed
component and a variable component. The fxed and variable components are in the
form of a base salary and a variable bonus respectively, which takes into account the
performance of the Company and their performances. The performance-related elements
of remuneration are designed to align the executive directors’ interest with those of
shareholders and link rewards to corporate and individual performance.
The independent directors do not have service agreements with the Company. They
are paid fxed directors’ fees, which are determined by the Board appropriate to the level
of their contributions, taking into account factors such as the effort and time spent and
the responsibilities of each director. The directors’ fees are subject to approval by the
shareholders at each AGM. Except as disclosed, the directors do not receive any other
remuneration from the Company.
In setting remuneration packages, the Company also takes into consideration the
remuneration packages and employment conditions in comparable positions and within the
comparable industry and companies.
Mr Lim See Hoe and Ms Siew Cheng being CEO and COO respectively are remunerated
based on their service agreements with the Company as disclosed in the Company’s Offer
Document dated 25 May 2009. The agreements which were for an initial period of three
years with effective from 1 July 2008 had been renewed on 1 July 2011 by the RC. The
agreements provided for termination by either party upon giving not less than six months’
notice in writing.
The review of the remuneration of the key executives takes into consideration the
performance and contributions of the staff to the Group and gives due regard to the fnancial
and business performance of the Group. The Group seeks to offer a competitive level of
remuneration to attract, motivate and retain senior management of the required competency
to run the Group successfully.
Report of Corporate Governance