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22 GoodLand Group Limited
Corporate Governance Report
with industry peers, how the Board has enhanced long-term shareholders’ value and the Company’s share
price performance vis-à-vis the Singapore Straits Times Index, or a benchmark index of its industry peers, or
return on equity. These performance criteria will not be changed from year to year and where circumstances
deem it necessary for any of the criteria to be changed, the onus will be on the Board to justify such changes.
The evaluation of individual directors aims to assess whether each director continues to contribute effectively
and demonstrate commitment to the role (including commitment of time for Board and committee meetings,
and any other duties). The Executive Chairman will act on the results of the performance evaluation, and
where appropriate, propose new members be appointed to the Board or seek the resignation of directors, in
consultation with the NC.
The NC has assessed the current Board’s performance to-date and is of the view that the performance of the
Board as a whole was satisfactory. Although some of the Board members have multiple board representations,
the NC is satisfed that suffcient time and attention have been given by the Directors to the Group.
6. Access to information
Principle 6: Provision of complete, adequate and timely information prior to board meetings and on an on-
going basis
Management provides the Board with complete, adequate and timely information prior to Board meetings
and on an on-going basis. Where a decision has to be made, the necessary information are provided to the
Directors to enable them to make informed decisions.
The Board has separate and independent access to senior management and the Company Secretary at all
times. The Company Secretary is present at all Board meetings to ensure that Board’s procedures are followed
and the relevant rules and regulations are complied with. The management deals with requests for information
from the Board promptly and consults the Board members regularly whenever necessary and appropriate. The
appointment and removal of the Company Secretary is a matter for the Board as a whole.
Should the Directors, whether individually or as a group, require independent advice on specifc issues, they
may engage independent professionals at the Company’s expense to enable them to discharge their duties
with adequate knowledge on the matters being deliberated.
7. Remuneration Matters
Principle 7: Formal and transparent procedure for developing policy on executive remuneration and for fxing
the remuneration packages of individual directors
The Remuneration Committee (“RC”) comprises Dr Wu Chiaw Ching, Mr Raymond Lye Hoong Yip and Mr Wong
Ming Kwong, where the majority of whom, including the Chairman, are independent. The Chairman of the RC
is Dr Wu Chiaw Ching.
The RC recommends to the Board a framework of remuneration for the Directors and executive offcers, and
determines specifc remuneration packages for the Executive Chairman and each Executive Director. The
RC submits its recommendations to the Board for endorsement. All aspects of remuneration, including but
not limited to directors’ fees, salaries, allowances, bonuses, options and benefts-in-kind are covered by the
RC. Each member of the RC shall abstain from voting on any resolutions and making recommendations or
participating in any deliberations in respect of his remuneration package.
8. Level and mix of remuneration
Principle 8: Appropriate remuneration to attract, retain and motivate directors but should avoid paying more
for this purpose
The RC performs an annual review and ensures that the remuneration packages are comparable within the
industry and with similar companies and will also take into consideration the Group’s relative performance and
the contributions and responsibilities of the individual Directors.
The Company’s Executive Directors do not receive directors’ fees. Instead, the Executive Directors are paid a
basic salary and a performance-related bonus for their contributions.
The non-executive Director and Independent Directors are compensated based on fxed directors’ fees
taking into consideration their contributions, responsibilities and time spent. Their fees are recommended to
shareholders for approval at the AGM and paid after the necessary approval has been obtained.