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Cordlife Group Limited
Annual Report 2016
Corporate
Governance Report
Pursuant to the Plan, the RC has decided to grant contingent awards on an annual basis, conditional on meeting
targets set for the performance period. The shares will only be released to the recipient at the end of the performance
qualifying period. The actual number of performance shares to be released to the recipient will depend on the
achievement of the set targets over the performance period. A minimum threshold performance is required for
any share to be released and the actual number of performance shares to be released is capped at 200% of the
conditional award. Only 50% of the final number of shares will vest upon the end of the performance period, with
balance of the award vesting at the end of the third year.
In addition, a retention period of at least one year after the vesting date of the share grant will be imposed in respect
of 50% of all shares awarded to the participants under the Plan. The awarded shares may not be transferred or
otherwise disposed of during this retention period.
Restricted Share Award
The FY2016 contingent share awards under the Restricted Share Award are granted to employees of the Group
conditional upon the satisfaction of the following performance targets set at the start of a two-year performance
period based on medium-term Group and Company objectives of retaining high potential talents (“HiPo”):
Sustained Performance Level (“PL”) rating 1 or 2 (out of 5); and
Continues to remain in HiPo talent pool.
The shares will only be released to the recipient at the end of the performance qualifying period. The actual number
of performance shares to be released to the recipient will depend on the achievement of the set targets over the
performance period. A minimum threshold performance is required for any share to be released and the actual
number of performance shares to be released is capped at 100% of the conditional award. Only 50% of the final
number of shares will vest upon the end of the performance period, with balance of the award vesting at the end of
the third year.
Deferred Share Award
The FY2016 Deferred Share Award is a one-time contingent award, granted conditional upon satisfaction of a three-
year service period based on the Group’s medium-term objective of retaining key management important to the
Group’s leadership pipeline and the current operations.
The Award will vest in equal tranches with vesting dates of 1 July 2017, 2018 and 2019, provided service-based
conditions are met.
Remuneration of Non-Executive Directors and Independent Directors
The Independent Directors do not have service agreements with the Company. The Independent Directors and Non-
Executive Directors are paid a basic, fixed Director’s fee, which is determined by the Board, apposite to the level
of their contributions and taking into account factors such as the time spent and the effort and the individual
responsibilities of each independent or non-executive Director. Such fees are subject to the approval of the
shareholders at each AGM.
Each member of the RC shall abstain from voting on any resolution and making any recommendation and/or
participating in any deliberation in respect of his or her own remuneration.
Except for the SGP, the Board has not introduced any contractual provisions to allow the Company to reclaim
incentive components from its Executive Directors and key management personnel in exceptional circumstances of
misstatement of financial results, or of misconduct resulting in financial loss to the Company. The Board believes that
there are ample statutory and regulatory penalties to address such circumstances.
