Remuneration Committee
The Remuneration Committee was formed on 6 October 2003 to facilitate appropriateness, transparency and accountability to shareholders on issues of the remuneration of the Directors and senior managers of the Company. The Remuneration Committee currently comprises three Directors, namely Mr. Song Lin as Chairman, Mr. Anthony H. Adams and Mr. Ma Chiu-Cheung, Andrew as members.
The main role of the Remuneration Committee is to motivate and retain executives and ensure that the Company is able to attract the best talents in the market in order to maximise shareholder value. Pay levels for Directors and senior management should be set with reference to the benchmarks of the market.
The responsibilities of the Remuneration Committee are as follows:
| 1) |
to make recommendations to the board on the Company's policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing the policy on such remuneration;
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| 2) |
to have the delegated responsibilities to determine the specific remunerations packages of all executive directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment. Factors which should be taken into consideration include but not limited to salaries paid by comparable companies, time commitment and responsibilities of the directors, employment conditions elsewhere in the group and desirability of performance-based remuneration;
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| 3) |
to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the board from time to time;
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| 4) |
to review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company;
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| 5) |
to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate;
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| 6) |
to make recommendations to the board on the remuneration for non-executive directors;
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| 7) |
to ensure that no director or any of his associates is involved in deciding his own remuneration;
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| 8) |
to consult the chairman and/or the chief executive officer about their proposals relating to the remuneration of executive directors and have access to professional advice if considered necessary;
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| 9) |
to consider other topics as defined by the board.
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