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A N N U A L R E P O R T 2 0 1 5
T H E S T R E N G T H O F O U R B R A N D S
L e v e l and mi x remune r a t i on
Principle 8: The level and structure of remuneration should be aligned with the long-term interest and risk policies of the
Company, and should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship of the
Company; and (b) key management personnel to successfully manage the Company. however, companies should avoid
paying more than is necessary for this purpose.
Disclosure on remuneration
Principle 9: Every company should provide clear disclosure of its remuneration policies, level and mix of remuneration,
and the procedure for setting remuneration, in the Company’s annual report. it should provide disclosure in relation
to its remuneration policies to enable investors to understand the link between remuneration paid to directors and key
management personnel, and performance.
In setting remuneration packages, the Remuneration Committee will take into account the pay and employment conditions
within the same industry and comparable companies, as well as the Group’s relative performance and the performance of
individual directors.
The Non-Executive Independent Directors receive directors’ fees, in accordance with their contributions, taking into account
factors such as effort, time spent, responsibilities of the directors and the need to pay competitive fees to attract, motivate
and retain the Non-Executive Independent Directors. Directors’ fees are recommended by the Board for approval by the
shareholders at the AGM.
The Executive Directors, namely Melvin Goh and Andy Goh, are remunerated based on their service agreements with the
Company as disclosed in the Company’s Offer Document dated 7 January 2014 (“
offer Document
”). Their remuneration
includes fixed pay, annual wage supplement, performance bonuses, transport allowances, usage of company cars, and
subscription fees for country club memberships. The service agreements are valid for an initial period of three years with
effect from the date of listing, and thereafter continue from year to year unless terminated by either party giving six months
prior written notice to the other party.
Key management personnel are remunerated based on their employment contracts. Their remunerations include fixed
pay, annual wage supplement, performance bonuses, transport allowances and usage of company cars. The Remuneration
Committee, with close consultation with the Executive Directors, intends to set formal performance conditions for key
management personnel.
As disclosed in the Offer Document, the Company has in place the EuroSports Employee Share Option Scheme (“
ESoS
”) and
EuroSports Performance Share Plan (“
PSP
”) since 29 November 2013.
The ESOS is administered by the Remuneration Committee. Options may be granted to the following groups of participants
under the ESOS (a) Group employees; and (b) Group Directors (including Group Executive Directors, Group Non-Executive
Directors and Independent 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 Catalist Rules. 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.
