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CORDLIFE GROUP LIMITED
| ANNUAL REPORT 2015
CORPORATE GOVERNANCE REPORT
The functions of the RC include, amongst others:
1.
reviewing the remuneration framework (including Directors’ fees) for the Board and the key management
personnel within the Group;
2.
reviewing and approving the policy for determining the remuneration of executives of the Group, including
that of the Executive Director, CEO and other key management executives;
3.
ensuring a formal and transparent procedure for developing policy on executive remuneration;
4.
reviewing the ongoing appropriateness and relevance of the executive remuneration policy and other
executive benefit programmes;
5.
considering and reviewing the remuneration package and service contract terms for each of the Directors
and key management personnel (including salaries, allowances, bonuses, payments, options, benefits in kind,
retirement rights, severance packages and service contracts), having regard to the executive remuneration
policy for each of the companies within the Group;
6.
considering and approving termination payments, retirement payments, gratuities, ex-gratia payments,
severance payments and other similar payments in the event of termination or retirement of the Executive
Directors and key management personnel; and
7.
determining, reviewing and approving the design of all option plans, stock plans and/or other equity based
plans that the Group proposes to implement, to determine, on an annual basis, whether any awards will be
made under the rules of such plans, to review and approve each award as well as the total proposed awards
under each plan in accordance with the rules governing each plan and to review, approve and keep under
review performance indicators and/or the fulfillment of performance indicators in accordance with the rules
set out under such plans.
Principle 8: Level and Mix of Remuneration
As noted above, one of the responsibilities of the RC is to review the remuneration framework of the Board and key
management personnel in the Group, and to consider and review the remuneration package and/or service contract
terms for each of the Directors and key management personnel.
For FY2015, Carrots Consulting Pte Ltd (“Carrots Consulting”) and its associated companies, Align HR Consulting
Pte Ltd and Align SMA Pte Ltd, were engaged to provide professional advice on remuneration and human resource
related matters respectively. Carrots Consulting and its principal consultant, Mr Johan Grundlingh, do not have any
other relationship with the Company’s Management or any of its Directors which could affect their independence and
objectivity. Cordlife is one of the many clients of Carrots Consulting and the total revenue generated from Cordlife in
FY2015 represents less than 5 percent of its total revenue. As such, Carrots Consulting does not place over-reliance
on income from the Company that would affect its independence in advising the Company.
Remuneration of the Executive Director and key management personnel
In setting the remuneration package of the Executive Director, the Company makes a comparative study of the
packages of executive directors in comparable industries and takes into account the performance of the Company
and that of the Executive Director.
