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JUMBO GROUP LIMITED
Corporate Governance
Report
The Directors have also been provided with the contact details of the Company’s management and company secretary to facilitate separate
and independent access. The company secretary or his/her representative(s) attends all Board and Board committees meetings. Together with
management, the company secretary is responsible for ensuring that appropriate board procedures are followed and that the requirements of
the Companies Act, Chapter 50 of Singapore and the provisions in the Catalist Rules of the SGX-ST (the “Catalist Rules”) are complied with. The
appointment and removal of the company secretary is subject to the Board’s approval.
The Directors may, in furtherance of their duties, take independent professional advice, if necessary, at the Company’s expense.
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.
Level and Mix of Remuneration
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. 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.
Remuneration Committee
The RC is chaired by Mr. Richard Tan Kheng Swee and comprises Mr. Tan Cher Liang and Dr. Lim Boh Soon. All the RC members, including the
Chairman, are Independent Directors. The RC holds at least one (1) meeting in each financial year. The principal function of the RC, in accordance
with its written terms of reference, is to set the remuneration guidelines and policies of the Group. The RC also administers the Jumbo Employee
Share Option Scheme (the “Share Option Scheme”) and the Jumbo Performance Share Plan (the “Performance Share Plan”). Details of the Share
Option Scheme and Performance Share Plan are contained in the Company’s Offer Document dated 28 October 2015.
The Board considers that the members of the RC, who each have years of experience in senior management positions and/or on the boards of
various listed companies, collectively have strong management experience and expertise on remuneration issues. If necessary, the RC members
may seek expert advice inside and/or outside the Company on the remuneration of all Directors and management.
Procedures for Setting Remuneration
The Company has implemented a formal and transparent procedure and policies in relation to executive remuneration and for determining
the remuneration packages of individual Directors. The RC reviews and recommends to the Board a general framework of remuneration and
specific remuneration packages for the Board and key management personnel, covering all aspects of remuneration including Directors’ fees,
salaries, allowances, bonuses, options, share-based incentives and awards, and benefits-in-kind. The RC’s recommendations are submitted for
endorsement by the entire Board. Each RC member does not participate in discussions, and abstains from decision-making, in relation to any
remuneration, compensation, options or any form of benefits to be granted to him.
The RC also reviews the Company’s obligations, if any, arising in the event of termination of the Executive Director’s and/or key management
personnel’s contracts of service, to ensure that the termination clauses of such contracts of service are fair and reasonable. Currently, save as
required for compliance with the applicable laws of Singapore and the People’s Republic of China, we have not set aside any amounts to provide
for pension, retirement or similar benefits for our employees.
