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TELECHOICE INTERNATIONAL LIMITED
2015 ANNUAL REPORT
CORPORATE
GOVERNANCE
For FY15, the aggregate total remuneration paid to the President and top five (5) Key Management Personnel (who are not Directors)
amounted to approximately S$3,636,628.
Remuneration for Directors
We remunerate our Directors with Directors’ fees which take into account the nature of their responsibilities and frequency of meetings.
The remuneration structure is based on a scale of fees divided into basic retainer fees as Director and additional fees for attendance
and serving on Board Committees as set out in Table 3 below. The Directors’ remuneration for the financial year ended 31 December
2015 will be subject to shareholders’ approval at the forthcoming AGM.
Table 3: FY15 – Scale of Fees
Basic Retainer Fee
S$
Board Chairman
(1)
70,000
Board Member
35,000
Fee for appointment to the Audit Committee
Committee Chairman
(1)
20,000
Committee Member
14,000
Fee for appointment to the Remuneration Committee, Nominating Committee and Executive Committee
Committee Chairman
(1)
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
Note:–
(1)
Board and Committee Chairman Fee includes Annual Basic Retainer as Board Member or Committee Member (as the case may be)
To align the interests of the Directors to that of the shareholders, Directors who served on the Board during FY15 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.
