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Annual Report 2015
TEHO INTERNATIONAL INC LTD.
The RC will continue to review the Company’s obligations arising in the event of termination of the
executive directors and executive officers’ contracts of service, to ensure that such contracts of
service contain fair and reasonable termination clauses which are not overly generous.
Level and Mix of Remuneration
Principle 8:
The level and structure of remuneration should be aligned with the long-term
interest and risk policies of the company, and should be appropriate to attract,
retain and motivate (a) the directors to provide good stewardship of the company,
and (b) key management personnel to successfully manage the company.
However, companies should avoid paying more than is necessary for this purpose.
The Company has a remuneration policy for the CEO and COO, which comprises a fixed
component and a variable component. The fixed 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 performance. 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.
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 Lim Siew Cheng being CEO and COO respectively are remunerated
based on their service agreements with the Company. These service agreements will be renewed
for such period as the Board may decide upon expiry on such terms and conditions as the parties
may agree. The agreements provided for termination by either party upon giving not less than six
months’ notice in writing.
The independent directors do not have service agreements with the Company. They are paid fixed
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
independent director. The directors’ fees are subject to approval by shareholders at each AGM.
The independent directors do not receive any other remuneration from the Company.
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 financial 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.
The Company has adopted a long-term employee incentive scheme known as TEHO PSP that
was approved by shareholders at the Extraordinary General Meeting held on 25 November 2011,
to align itself with and embrace local trends and best practices in employee compensation and
retention. The TEHO PSP aims to promote higher performance goals, recognise exceptional
achievement and retain talents within the Group. The TEHO PSP is administrated by the RC.
Please refer to the “Directors’ Report” section of this annual report for more information of the
TEHO PSP.
Disclosure on Remuneration
Principle 9:
Every company should provide clear disclosure of its remuneration policies, level
and mix of remuneration, and the procedure for setting remuneration, in the
company’s annual report. It should provide disclosure in relation to its remuneration
policies to enable investors to understand the link between remuneration paid to
directors and key management personnel, and performance.
The Board supports and is keenly aware of the need for transparency. However, the Board is of
the view that full disclosure of the remuneration of directors and executive officers is not in the
best interests of the Company, having taken into consideration the sensitive nature of the matter
and the competitive business environment the Group operates in.
REPORT OF
CORPORATE GOVERNANCE
