Corporate Governance

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Principle 7: Procedures for Developing Remuneration Policies

The Remuneration Committee (“RC”) comprises Mr Michael Yap Kiam Siew as Chairman and Mr Koji Miura and Mr Chan Ching Chuen as members. All of them are Independent Directors of the Company.

The RC is responsible for:-

  1. recommending to the Board a remuneration framework for the Board key management personnel;
  2. determining a specific remuneration package for each Director and each of the key management personnel; and
  3. considering all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options, share-based incentives and awards, and benefits-in-kind.

The RC can access to expert advice in the field of Executive compensation outside the Company, as and when required. Such expenses are to be borne by the Company.

The Board has not engaged any external remuneration consultant to advise on the remuneration matters for FY2018.

Principle 8: Level and Mix of Remuneration

The Executive Directors do not receive director’s fees. The remuneration of the Executive Directors and the key management personnel comprises a basic salary component and a variable component which is the annual bonus, based on the performance of the Group as a whole or their individual performance.

The Company does not use contractual provisions to allow the Company to reclaim incentive components of remuneration from the Executive Director and key management personnel in exceptional circumstances of misstatement of fi nancial statements, or of misconduct resulting in fi nancial loss to the Company. The company should be able to avail itself to remedies against the Executive Directors and key management personnel in the event such breach of fi duciary duties.

Principle 9: Disclosure on Remuneration

Directors’ remuneration

A breakdown, showing the level and mix of each individual director’s remuneration paid or payable for the financial year ended 31 March 2018 is as follows:

Name of Director Salary Bonus Director’s fees Termination,
and post
Mr Lee Wan Lik – spouse of Ms Lam Pui Wan HK$600,000 HK$18,000 HK$618,000
Mr Michael Yap Kiam Siew (S$28,000) HK$161,908 HK$161,908
Mr Koji Miura (S$25,000) HK$144,473 HK$144,473
Mr Chan Ching Chuen (S$25,000) HK$144,473 HK$144,473
Ms Lam Pui Wan – spouse of Mr Lee Wan Lik HK$208,000 HK$208,000

The Company only has 6 key management personnel and the disclosure of their remuneration in bands of S$250,000 for the financial year ended 31 March 2018 is as follows:

Remuneration band and
name of key management personnel
Salary Bonus Termination
and post-
Individual remuneration is
< S$250,000
(approximately HK$1,500,000)
Mr Stephen Ma 98% 2% 100%
Mr Jerry Chua 78% 22% 100%
Mr Rene Toling Lindio 77% 23% 100%
Ms Mary Rose T. Tan 74% 26% 100%
Ms Peggy Sam 100% 100%
Miss Eleanor Jim 98% 2% 100%
Total remuneration paid in FY 2017 to the key management personnel HK$3,236,333 HK$336,854 HK$3,573,187

The remuneration of the Independent Directors is in the form of a fixed fee. The fees of the Directors will be subject to shareholders’ approval at the AGM. The RC is of the view that the current remuneration of the Independent Directors is appropriate, taking into account factors such as effort and time expended and responsibilities. Other than Directors’ fees, the Independent Directors do not receive other form of remuneration from the Company. The RC has recommended the payment of the Directors’ fees of S$78,000 for the financial year ended 31 March 2018. This recommendation has been endorsed by the Board and will be tabled at the Company’s AGM for shareholders’ approval.

Mr Lee Wan Lik has entered into a service agreement (the “Service Agreement”) with the Company. The Service Agreement is valid for a term of one year with effect from 3rd September 2004, and thereafter continues from year to year unless terminated in accordance with the provisions of the Service Agreement. The Service Agreement can be terminated by either party giving not less than three months’ notice provided that the Company shall have the option to pay three months’ salary in lieu of any required period of notice. Except for such payment in lieu of notice as provided for under the Service Agreement, no compensation or damages are payable by the Company to Mr Lee Wan Lik in respect of his termination in accordance with the terms of the Service Agreement.

There are no employees who are immediate family members of a Director whose remuneration exceeded S$50,000 in the financial year ended 31 March 2018.

Annual bonus

The remuneration packages of the Executive Directors and key management personnel include a discretionary variable annual bonus which is based on the Company’s and the individual’s performance and have been designed to align their interests with those of shareholders. The key management personnel have met the performance conditions required of them for the financial year ended 31 March 2018.

Share option scheme

The Company has a share option scheme known as the Azeus Employee Share Option Scheme (the “Scheme”), which was approved by shareholders of the Company. The Scheme complies with the relevant rules as set out in Chapter 8 of the Listing Manual. The Scheme will provide eligible participants with an opportunity to participate in the equity of the Company, so as to incentivise and motivate them towards better performance through increased dedication and loyalty. The Scheme is administered by the RC. Under the Scheme, the aggregate number of shares to be issued shall not exceed 15 per cent of the total issued number of the issued shares (excluding treasury shares and subsidiary holdings) of the Company from time to time. Further details of the Scheme can be found on page 25 of the Annual Report. No options have been granted to controlling shareholders, key management or employees of the Company and its subsidiaries or their associates since the inception of the Scheme.