No employee of the Manager was an immediate family member of a director and Chief Executive Officer/executive
director and whose remuneration exceeded S$50,000 during the financial year 2015. “Immediate family member” means
the spouse, child, adopted child, step-child, sibling and parent.
Nominating and Remuneration Committee
With effect from 27 January 2015, the Remuneration Committee of the Manager was expanded to include roles and
responsibilities of a nominating committee. The Remuneration Committee is being renamed as the NRC. The NRC has
assumed its roles and responsibilities in accordance to the terms of reference approved by the Board.
The NRC currently comprises Mr. Puah Tuan Soon Benson (Chairman of the NRC) and Mr. Tan Bong Lin, both of whom
are non-executive and independent directors, and Dr. Tan See Leng, a non-executive director.
The NRC has a set of terms of reference defining its scope of responsibility and authority, which includes the following:
(a)
recommending to the Board a framework of remuneration for key management personnel, and to determine
specific remuneration packages for the Board and key management personnel covering all aspects of remuneration
including but not limited to director’s fees, salaries, allowances, bonuses, options, unit-based incentives, awards
and benefits in kind;
(b)
reviewing the appropriateness of remuneration awarded to attract, retain and motivate the executive director and
key management personnel needed to run the Manager and PLife REIT successfully;
(c)
reviewing the pay and employment conditions within the industry and those of the peer companies to ensure that
the executive director and key management personnel are adequately remunerated;
(d)
reviewing the adequacy and form of remuneration to the directors and key management personnel to ensure
that the remuneration realistically commensurate with the responsibilities and risks involved in being an effective
member, as well as corporate and individual performance;
(e)
considering the eligibility of the executive director and key management personnel for benefits under long-term
incentive schemes and the administration thereof;
(f)
reviewing the use of long-term incentives, including share schemes, for the executive director and key management
personnel;
(g)
proposing candidates to the Board and Board committees of the Manager;
(h)
overseeing the succession planning for the Board;
(i)
assessing the performance and effectiveness of the Board as a whole and the Board committees and assessing the
contribution of each director to the effectiveness of the Board;
(j)
recommending the training and professional development programs for the Board; and
(k)
assessing independence of each director on an annual basis.
The members of the NRC do not participate in any decisions concerning their own remuneration.
The NRC ensures that non-executive directors are not over-compensated to the extent that their independence may be
compromised. Further, the NRC shall have the authority to consult experts (inside and/or outside the Manager) on the
remuneration of all directors, if it considers necessary.
CORPORATE
GOVERNANCE
ParkwayLife REIT
Annual Report 2015
56
