The annual calendar of the Board meeting is scheduled in advance. Board papers are dispatched to directors about a
week before the scheduled meetings so that directors have sufficient time to review and consider matters being tabled
and discussed at the meetings. The senior executives are also requested to attend the Board meetings to provide insights
into matters being discussed and to respond to any queries from the directors.
The Board has separate and independent access to management and the company secretary at all times. The Board is
entitled to request from management and is provided with such additional information in a timely manner as needed to
make informed decisions. The company secretary attends to corporate secretarial administration, ensures that Board
procedures are followed and that applicable rules and regulations are complied with. The company secretary also attends
all Board meetings. The appointment and removal of the company secretary is a Board reserved matter. The Board also
has access to independent professional advice where appropriate, at the Manager’s expense.
REMUNERATION MATTERS
Principle 7:
There should be a formal and transparent procedure for developing policy on executive remuneration
and for fixing remuneration packages of individual directors. No director should be involved in deciding
his own 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.
Principle 9:
Every company should provide clear disclosure of its remuneration policies, level and mix of
remuneration, and the procedure for setting remuneration, in the company’s Annual Report. 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.
The directors’ fees and remuneration of staff of the Manager are paid in its own capacity using its own funds and fees
received from PLife REIT and not from the funds of PLife REIT.
The Manager advocates a performance based remuneration system for the Chief Executive Officer/executive director
and key management personnel. The NRC, which has an independent majority, helps to ensure that there is an effective
and formal process to establish the remuneration system. The remuneration of the Chief Executive Officer/executive
director and the key management personnel is reviewed by the NRC on an annual basis taking into account the financial
performance of both PLife REIT and the Manager for the financial year under review and individual performance of each
of the Chief Executive Officer/executive director and key management personnel in contribution to the long-term strategic
goals of PLife REIT and the Manager.
The remuneration for the Chief Executive Officer/executive director and key management personnel comprises fixed pay
and short-term and long-term incentives. The fixed pay component includes fixed salary and allowances. The short-term
and long-term incentives are tied to the individual performance and the performance of PLife REIT and the Manager
which include measurements such as the distributable income of PLife REIT and net income before tax of the Manager
(“
Performance Criteria
”). Under the long-term incentive plan (“
LTI Plan
”), the eligible employee will be awarded with
the PLife REIT’s units owned by the Manager based on the achievement of the Performance Criteria for the financial year
under review.
The LTI Plan is designed to enhance executive performance, encourage talent retention and provide eligible employees
with a personal direct interest in PLife REIT, so as to create better alignment of the interest between management and
the interest of Unitholders of PLife REIT. The LTI Plan will also serve to motivate eligible employees to achieve the
performance targets of PLife REIT and the Manager. The Manager believes that the LTI Plan will make the Manager’s
remuneration package sufficiently competitive to recruit, reward, retain and motivate outstanding employees which are
paramount to the Manager’s long-term objective of achieving sustainable returns for Unitholders of PLife REIT.
The fees received by non-executive directors are at fixed rates (paid in one lump sum) and determined by the shareholder
of the Manager on an annual basis. In addition to their basic fee, the non-executive directors who hold the position
of chairman in the Board and any Board committee will be paid an additional fee. For the avoidance of doubt, the
CORPORATE
GOVERNANCE
ParkwayLife REIT
Annual Report 2015
54
