25
GRAND BANKS YACHTS LIMITED
ANNUAL REPORT
2016
CORPORATE GOVERNANCE REPORT
6.5 The Board should have a procedure for directors,
either individually or as a group, in the furtherance
of their duties, to take independent professional
advice, if necessary, at the company’s expense.
All Directors have direct access to the Group’s independent
professional advisors, as and when necessary, to discharge
his responsibilities effectively. In addition, the Directors, either
individually or as a group, may seek separate independent
professional advice, if necessary. The cost of all such
professional advice is borne by the Group.
REMUNERATION MATTERS
Procedures For Developing Remuneration Policies
Principle 7:
There should be a formal and transparent procedure for developing policy on executive remuneration and
for fixing the remuneration packages of individual directors. No director should be involved in deciding his
own remuneration.
Guidelines Of The Code
Grand Banks Corporate Governance Practices
7.1 The Board should establish a Remuneration
Committee (“
RC
”) with written terms of reference
which clearly set out its authority and duties. The RC
should comprise at least three directors, the majority
of whom, including the RC Chairman, should be
independent. All of the members of the RC should
be non-executive directors. This is to minimise the
risk of any potential conflict of interest.
The Board should disclose in the company’s Annual
Report the names of the members of the RC and
the key terms of reference of the RC, explaining its
role and the authority delegated to it by the Board.
The Remuneration Committee (“RC”) whose terms of reference
are approved by the Board comprises two independent
directors and one non-executive non-independent director. It
met twice this past year.
Please refer to Table A for composition of the Committee.
7.2 The RC should review and recommend to the
Board a general framework of remuneration for the
Board and key management personnel. The RC
should also review and recommend to the Board
the specific remuneration packages for each director
as well as for the key management personnel. The
RC’s recommendations should be submitted for
endorsement by the entire Board.
The RC should cover all aspects of remuneration,
including but not limited to director’s fees, salaries,
allowances, bonuses, options, share-based
incentives and awards, and benefits-in-kind.
The RC reviews and makes recommendations to the Board
on the framework of remuneration packages and policies
applicable to the CEO, the Directors and the Group’s senior
executives.
The RC reviews the remuneration packages and employment
contracts in order to attract and retain capable executives
through competitive compensation. The RC recommends
for the Board’s endorsement, a framework of compensation
that covers aspects of remuneration including directors’ fees,
salaries, allowances, bonuses, benefits-in-kind and specific
remuneration packages for each director, the CEO and select
senior executives.
