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Cordlife Group Limited
Annual Report 2016
Corporate
Governance Report
Principle 6: Access to Information
Board members are provided with complete, adequate and timely information prior to Board meetings to allow
Directors sufficient time to review the Board papers. As and when there are important matters that require the Board’s
attention and decision, the information will be furnished to the Directors as soon as practicable. All Directors have
independent access to the Group’s senior management and the Company Secretary. All Directors are provided with
complete and adequate information prior to Board meetings and on an ongoing basis. The information provided
includes, amongst others, background or explanatory information relating to matters to be brought before the Board,
copies of disclosure documents, budgets, forecasts, key agreements and monthly internal financial statements.
The Company Secretary and/or her representative attend all Board and Board Committees meetings and provide
corporate secretarial support to the Board, ensure adherence to Board procedures and compliance with the relevant
rules and regulations of the Constitution of the Company, the Companies Act (Chapter 50 of Singapore), the Listing
Manual of the SGX-ST (“Listing Manual”) and all other relevant rules and regulations which are applicable to the
Company. Any decision to appoint or remove the Company Secretary can only be taken by the Board as a whole.
If the Directors need independent professional advice to fulfill their duties, such advice will be obtained from the
professional entity approved by the Board and the cost of such professional advice will be borne by the Company.
REMUNERATION MATTERS
Principle 7: Remuneration Committee
The RC regulated by a set of written terms of reference endorsed by the Board, comprises a majority of independent
directors including its Chairman:-
Dr Goh Jin Hian (Independent Director) (Chairman of the RC)
Joseph Wong Wai Leung (Independent Director)
Gary Xie Guojun (Non-Executive Director) - appointed on 29 April 2016 and resigned on 30 September 2016
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, Group 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.
