TELECHOICE INTERNATIONAL LIMITED
ANNUAL REPORT 2014
35
CORPORATE
GOVERNANCE
For FY14, the aggregate total remuneration paid to the President and top five (5) key executives (who are not Directors)
amounted to approximately S$3,071,201.
Remuneration for Directors
We remunerate our Directors with Directors’ fees which take into account the nature of their responsibilities and
frequency of meetings. The remuneration structure is based on a scale of fees divided into basic retainer fees as
Director and additional fees for attendance and serving on Board Committees as set out in Table 3 below. The
Directors’ remuneration for the financial year ended 31 December 2014 will be subject to shareholders’ approval at
the forthcoming annual general meeting (“
AGM
”).
Table 3: FY14 – Scale of Fees
Basic Retainer Fee
S$
Chairman
70,000
Director
35,000
Fee for appointment to the Audit Committee
Committee Chairman
20,000
Committee Member
14,000
Fee for appointment to the Remuneration Committee, Nominating Committee and Executive Committee
Committee Chairman
14,000
Committee Member
7,000
Attendance Fee for Board/Committee Meetings (per Meeting)
Meeting in Physical
1,000
Teleconference
500
Off-hour Teleconference
1,000
To align the interests of the Directors to that of the shareholders, Directors who served on the Board during FY14 will
be remunerated as to approximately 70 percent (70%) of his total Directors’ remuneration in cash and approximately
30 percent (30%) of his total Directors’ remuneration in the form of a restricted share award pursuant to the TeleChoice
RSP. The number of shares to be awarded will be based on the volume-weighted average price (“
VWAP
”) of a share
listed on the SGX-ST over the 14 trading days commencing on (and including) the ex-dividend date that immediately
follows the date of this AGM. The number of shares to be awarded will be rounded down to the nearest thousand
shares, and any residual balance settled in cash. The restricted share awards will consist of the grant of fully paid
shares, without any performance or vesting conditions attached. However, in order to encourage alignment of interests
of the Directors with the interests of shareholders, a Director is required to hold such number of shares equivalent to
at least (i) the prevailing annual basic Board retainer fee, based on the VWAP of a share listed on the SGX-ST over
the 14 days trading days from (and including) the ex-dividend date (if any) following the date of the Company’s last
concluded AGM (and in the event that no dividend is declared at such last concluded AGM, the VWAP of a share
listed on the SGX-ST over the 14 trading days commencing after the date of such last concluded AGM); or (ii) the
total number of shares awarded to that Director under the TeleChoice RSP for FY13 and onwards, whichever is lower.
Notwithstanding the foregoing, a Director is permitted to dispose of all of his shares after the first anniversary of the
date of his cessation as a Director of the Company.
