CORPORATE
GOVERNANCE
31
GDS Global Limited Annual Report 2015
As primary compliance officer for the Group’s compliance with the listing rules, the Company Secretary is
responsible for designing and implementing a framework for management’s compliance with the listing
rules, including advising management to ensure that material information is disclosed promptly.
The Company Secretary attends and prepares minutes for all Board meetings. As secretary for all board
committees, the Company Secretary assists in ensuring coordination and liaison between the Board, the
board committees and management. The Company Secretary assists the Chairman of the Board, the
Chairman of board committees and management in the development of the agendas for the various
Board and board committee meetings.
The appointment and the removal of the Company Secretary are subject to the Board’s approval.
Independent professional advice
The Board has a process for Directors, either individually or as a group, in the furtherance of their duties,
to take independent professional advice, if necessary, at the Group’s expense.
REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
RC composition
The RC consists of three members, all of whom are Independent Non-Executive Directors:
Ms Pebble Sia Huei-Chieh - Chairman
Mr Wu Chiaw Ching - Member
Mr Goh Boon Kok - Member
The RC is responsible for ensuring a formal and transparent procedure for developing policies on
executive remuneration, and for fixing the remuneration packages of individual Directors and key
management personnel.
The members of the RC carried out their duties in accordance with the terms of reference which include
the following:
Review and recommend to the Board for endorsement, a framework of remuneration for the Board
and key management personnel. The framework covers all aspect of remuneration, including but
not limited to Director’s fees, salaries, allowances, bonuses, options, share-based incentives and
awards and benefits in kind.
Review and recommend to the Board the specific remuneration packages for each Director as well
as for key management personnel.
Review the level and structure of remuneration to align with the long-term interest and risk policies
of the Company in order to attract, retain and motivate the Directors and key management
personnel.
Review the Group’s obligations arising in the event of termination of the Executive Director’s and
key management personnel’s contracts of service to ensure that such contracts of service contain
fair and reasonable termination clauses which are not overly generous.
