TELECHOICE INTERNATIONAL LIMITED
ANNUAL REPORT 2014
32
CORPORATE
GOVERNANCE
Our RC has access to expert professional advice on human resource matters whenever there is a need to consult
externally. Carrots Consulting Pte Ltd (“
Carrots
”) was appointed to provide professional advice on certain human
resource matters. Carrots only provides human resource consulting services to the Company and has no other
relationships with the Company. In its deliberations, our RC takes into consideration industry practices and norms in
compensation. Our President is not present during the discussions relating to his own compensation, and terms and
conditions of service, and the review of his performance. However, our President will be in attendance when our RC
discusses the policies and compensations of our senior Management and key staff, as well as major compensation
and incentive policies such as share options, stock purchase schemes, framework for bonus, staff salary and other
incentive schemes.
All decisions at any RC meeting are decided by a majority of votes of RC members present and voting (the decision
of the RC shall at all times exclude the vote, approval or recommendation of any member having a conflict of interest
in the subject matter under consideration).
The RC is guided by its Terms of Reference which are aligned with requirements under the Code 2012.
Our RC’s responsibilities include:
a.
review and recommend to the Board the cash and long-term incentive compensation policies and framework and
fee schedule for Directors and key management personnel of the Company;
b.
administer and review any proposed amendments to the TeleChoice Restricted Share Plan, the TeleChoice
Performance Share Plan and such other similar share schemes or plans that may be adopted by the Company
from time to time;
c.
review and recommend to the Board for approval, on an annual basis, the specific remuneration packages of
each Director and the key management personnel of the Company. Where the RC deems appropriate, it may, in
consultation with the Chairman of the Board, make the relevant recommendations in respect of the remuneration
of Director or key management personnel, to the entire Board for approval; and
d.
undertake such other reviews and projects as may be requested by the Board and report to the Board its findings
from time to time on matters which require the attention of the RC.
Executive Remuneration for the President and Key Management Personnel
Remuneration for key management personnel comprises a fixed component, a variable cash component, a share-
based component and benefits-in-kind.
A.
Fixed Component:
The Fixed Component comprises the annual base salary, annual wage supplement and monthly allowances.
