ANNUAL REPORT
2016
.39
CORPORATE
GOVERNANCE
L EVE L AND MI X OF REMUNERAT ION
Principle 8: The level and structure of remuneration should be alignedwith the long-term interest and risk policies of theCompany,
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.
D I SCLOSURE ON REMUNERAT ION
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.
There are, at present, no provisions allowing the Company to reclaim incentive components of remuneration from Executive
Directors and key management personnel in exceptional circumstances of misstatement of financial results, or of misconduct
resulting in financial loss to the Company. The Company should be able to avail itself to remedies against the Executive Directors
in the event of such breach of fiduciary duties.
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.
