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Corporate Governance Report
NATURAL COOL HOLDINGS LIMITED
Annual Report 2011 29
The Board has separate and independent access to the Company Secretary and to other senior
management executives of the Company and the Group at all times in carrying out their duties. The
Company Secretary attends all Board and Board committee meetings and ensures that Board procedures
are followed and that applicable rules and regulations are complied with. The minutes of all Board
committees’ meetings are circulated to the Board. The Board takes independent professional advice as
and when necessary to enable it or the Independent Directors to discharge its or their responsibilities
effectively. Each Director has the right to seek independent legal and other professional advice, at the
Company’s expense, to assist them in their duties.
(B) REMUNERATION MATTERS
PROCEDURES FOR DEVELOPING REMUNERATION POLICIES
Principle 7: There should be a formal and transparent procedure for fixing the remuneration packages of
individual directors. No director should be involved in deciding his own remuneration.
Remuneration Committee
The RC comprises three members, namely, Mr William da Silva (Independent Director), Dr Wu Chiaw Ching
(Independent Director) and Mr Lim Siang Kai (Lead Independent Director). The Chairman of the RC is Mr
William da Silva. While none of the members specialises in the area of executive compensation, the RC,
where necessary, may have access to independent professional expert advice.
The RC is responsible for recommending to the Board, a framework of remuneration for the Board and key
executives. The RC reviews and recommends remuneration policies and packages that attract, retain and
motivate directors and senior management to run the Company successfully. The review of remuneration
packages takes into consideration the longer term interests of the Group and ensures that the interests
of the Directors and senior management are aligned with those of the shareholders. The review covers
all aspects of remuneration, including, but not limited to, Directors’ salaries, fees, allowances, bonuses,
options, proft sharing and benefts-in-kind. For the fnancial year ended 31 December 2011, the RC met
on two occasions.
Each member of the RC abstains from voting on any resolutions and making any recommendation and/or
participating in discussion regarding his own remuneration package or on matters in which he is interested.
LEVEL AND MIX OF REMUNERATION
Principle 8: The level of remuneration should be appropriate to attract, retain and motivate the directors
needed to run the company successfully but companies should avoid paying more than is necessary for
this purpose. A significant proportion of executive directors’ remuneration should be structured so as to
link rewards to corporate and individual performance.
The Group’s remuneration policy is to provide compensation packages at market rates which reward
successful performance and attract, retain and motivate the Directors. The Independent Directors receive
directors’ fees, in accordance with their contribution, taking into account factors such as effort and time
spent and responsibilities of the Directors. The Directors’ fees are recommended by the entire Board for
shareholders’ approval at each AGM. No Director is involved in deciding his own remuneration.
The Executive Directors (comprising Mr Steven Chen Choon Khee, Mr Joseph Ang Choon Cheng, Mr Tsng
Joo Peng and Mr Eric Ang Choon Beng) do not receive Directors’ fees.