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Corporate Governance Report

Remuneration Committee

The Company established a Remuneration Committee on 8 March 2004 and adopted the terms of reference of the Remuneration Committee in 2005 in alignment with the Code Provision B.1.3 as set out in the CG Code, with additional functions and duties covering the Companys employees and share option scheme. The additional functions are as follows:

  • (a)

    to have the delegated responsibility to determine the Companys policy and structure for all remuneration of the Companys employees; and

  • (b)

    to decide on the grant of share options under such Share Option Scheme as may from time to time be adopted by the Company.

The written terms of reference of the Remuneration Committee are available upon request and a summary of the principal duties is posted on the Companys website.

The Remuneration Committee currently comprises three Independent Non-executive Directors, namely, Mrs. Lee Pui Ling, Angelina (who is the chairman of the Remuneration Committee), Mr. Cheng Hoi Chuen, Vincent and Professor Wong Yue Chim, Richard.

Remuneration Committee Meeting held in 2010

During the financial year ended 31 December 2010, a meeting of the Remuneration Committee of the Company was held. All members of the Remuneration Committee were present at the meeting. At this meeting, the Committee considered and approved, among others, the following:

  • the proposal on 2010 general salary revision of and discretionary bonus distribution to the employees of the Group;

  • the revisions of salary, discretionary bonus distribution and other remuneration packages of Executive Directors and

Senior Management of the Group; and

  • the annual grant of share options of the Group.

The review by the Remuneration Committee of the emoluments of Directors and Senior Management during the year was based on the skill, knowledge and involvement in the Groups affairs and were determined by reference to the Companys performance and profitability as well as remuneration benchmark in the industry and the prevailing market conditions. Individual Director and Senior Management would not be involved in deciding their own remuneration.

Nomination Committee

The Company established a Nomination Committee on 8 March 2005 and adopted the terms of reference of the Nomination Committee in alignment with the Recommended Best Practice A.4.5 as set out in the CG Code. The written terms of reference of the Remuneration Committee are available upon request and a summary of the principal duties is posted on the Companys website.

Great Eagle Holdings Limited

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