A M A R Q U E A B O V E T H E R E S T
50
E U R O S P O R T S G L O B A L L I M I T E D
51
2 0 1 4 A N N U A L R E P O R T
Share Options and Share Plan (Cont’d)
EuroSports Performance Share Plan (“PSP”) (Cont’d)
The PSP shall continue in force at the discretion of the Remuneration Committee, subject to a maximum of period
of 10 years commencing on the date on which the PSP is adopted by the Company in general meeting, provided
always that the PSP may continue beyond the above stipulated period with the approval of the shareholders by
ordinary resolution in general meeting and of any relevant authorities which may then be required.
The total number of shares over which the Remuneration Committee may grant the options under the ESOS and
the total number of shares which may be delivered pursuant to the vesting of awards under the PSP on any date,
when added to the number of shares issued and issuable in respect of (i) all options granted under the ESOS; (ii)
all awards granted under the PSP; and (iii) all outstanding options, shares or awards issued/issuable or granted
under such other share-based incentive schemes or share plans of the Company, shall not exceed 15% of the total
number of issued shares (excluding treasury shares, as defined in the Act) of the Company on the day immediately
preceding the offer date of the option or from time to time.
During the reporting year, no option to take up unissued shares of the Company or its subsidiary was granted.
During the reporting year, there were no shares of the Company or its subsidiaries issued by virtue of the exercise
of an option to take up unissued shares.
At the end of the reporting year, there were no unissued shares of the Company or its subsidiary under option.
During the reporting year, no shares were issued pursuant to the PSP.
Audit Committee
The members of the Audit Committee at the date of this report are as follows:
t /H 5JBL 4PPO $IBJSNBO PG UIF "VEJU $PNNJUUFF
/PO &YFDVUJWF BOE -FBE *OEFQFOEFOU %JSFDUPS
t 5BO 4JPL 4JOH /PO &YFDVUJWF *OEFQFOEFOU %JSFDUPS
t -JN ,JN 2VFF /PO &YFDVUJWF *OEFQFOEFOU %JSFDUPS
The Audit Committee performs the functions specified by section 201B (5) of the Act. Among other functions, it
performed the following:
t 3FWJFXFE UIF GVMM ZFBS mOBODJBM TUBUFNFOUT BOE EJWJEFOE BOOPVODFNFOU
NBUFSJBM BOOPVODFNFOU
BOE BMM
related disclosures to shareholders before submission to the Board for approval;
t 3FWJFXFE UIF BVEJU QMBO BOE BVEJU SFQPSU PG UIF $PNQBOZ T JOUFSOBM BOE FYUFSOBM BVEJUPST BOE FOTVSFT UIF
adequacy of the Company’s system of accounting controls and the co-operation given by the Management
to the external and internal auditors;
t 3FWJFXFE UIF BOOVBM mOBODJBM TUBUFNFOUT BOE BMTP EJTDVTTFE XJUI UIF .BOBHFNFOU
UIF $'0 BOE UIF
external auditors the significant accounting policies, judgement and estimate applied by the Management
in preparing the annual financial statements. Following the review and discussions, the Audit Committee
then recommended to the Board for approval of the audited financial statements;
t 3FDPNNFOEFE UP UIF #PBSE GPS SF BQQPJOUNFOU PG 34. $IJP -JN --1 BT BVEJUPST PG UIF $PNQBOZ GPS UIF
ensuing year;
Share Options and Share Plan
EuroSports Employee Share Option Scheme (“ESOS”)
The ESOS was approved pursuant to a resolution passed by the shareholders on 29 November 2013.
The ESOS is administered by the Remuneration Committee whose members are:
t -JN ,JN 2VFF $IBJSNBO PG UIF 3FNVOFSBUJPO $PNNJUUFF
/PO &YFDVUJWF *OEFQFOEFOU %JSFDUPS
t 5BO 4JPL 4JOH /PO &YFDVUJWF *OEFQFOEFOU %JSFDUPS
t /H 5JBL 4PPO /PO &YFDVUJWF BOE -FBE *OEFQFOEFOU %JSFDUPS
Subject to the absolute discretion of the Remuneration Committee, options may be granted to the following
groups of participants under the ESOS:
t (SPVQ FNQMPZFFT BOE
t (SPVQ %JSFDUPST JODMVEJOH (SPVQ &YFDVUJWF %JSFDUPST
(SPVQ /PO &YFDVUJWF %JSFDUPST BOE *OEFQFOEFOU
Directors)
Controlling shareholders are not eligible to participate in the ESOS. However, associates of a controlling shareholder
who meet the eligibility criteria are eligible to participate in the ESOS provided that (a) the participation of; and
(b) the terms of each grant and the actual number of options granted under the ESOS, to a participant who is an
associate of a controlling shareholder shall be approved by our independent shareholders in separate resolutions for
each such person.
Offers for the grant of options may be made at any time from time to time at the discretion of the Remuneration
Committee, in accordance with the SGX-ST Catalist Listing Manual. Options which are fixed at the market price
may be exercised after the first anniversary of the date of grant of that option while options exercisable at a
discount to the market price may only be exercised after the second anniversary from the day of grant of the
option. The ESOS shall continue in operation for a maximum of 10 years commencing on the date on which the
ESOS is adopted by the Company in general meeting.
The exercise price for each option shall be determined by the Remuneration Committee at its absolute discretion,
and fixed by the Remuneration Committee at:
t B QSJDF i.BSLFU 1SJDFw
FRVBM UP UIF BWFSBHF PG UIF MBTU EFBMU QSJDF GPS UIF TIBSFT PO $BUBMJTU GPS mWF DPOTFDVUJWF
market days immediately preceding the relevant date of grant of the relevant Option; or
t B QSJDF XIJDI JT TFU BU B EJTDPVOU UP UIF .BSLFU 1SJDF
UIF RVBOUVN PG TVDI EJTDPVOU UP CF EFUFSNJOFE CZ UIF
Remuneration Committee in its absolute discretion, provided that the maximum discount which may be given
in respect of any option shall not exceed 20% of the Market Price.
EuroSports Performance Share Plan (“PSP”)
The Group operates a Performance Share Plan which was approved pursuant to a resolution passed by the
shareholders on 29 November 2013.
The PSP is administered by the Remuneration Committee. The participants of the PSP are similar to those of the
ESOS.
Year ended 31 March 2014
DIRECTORS ’
REPORT
Year ended 31 March 2014
DIRECTORS ’
REPORT