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GDS Global Limited Annual Report 2015
CORPORATE
GOVERNANCE
The RC from time to time and where necessary seeks advice from external remuneration consultant in
framing the remuneration policy and determining the level and mix of remuneration for Directors and key
management personnel. The Board has not engaged any external remuneration consultant to advise on
remuneration matters for FY2015.
None of the members of the RC or any Director is involved in deliberations in respect of any
remuneration, compensation or any form of benefits to be granted to him/her.
Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure of Remuneration
As part of its review, the RC ensures that the Directors and key management personnel are adequately
but not excessively remunerated as compared to industry benchmarks and other comparable companies.
The RC also takes into consideration the Group’s relative performance and the performance of individual
Directors and key management personnel. The Executive Director is paid a basic salary and a fixed bonus
of one month’s basic salary. Key management personnel are paid basic salary and variable bonus. The
variable bonus varies according to the Group’s performance objectives.
The RC also ensures that the remuneration of the Independent Non-Executive Directors are appropriate
to their level of contribution taking into account factors such as efforts and time spent, and their
responsibilities. Independent Non-Executive Directors receive a basic fee for their services. The RC
ensures that the Independent Non-Executive Directors should not be over-compensated to the extent
that their independence may be compromised.
All revisions to the remuneration packages for the Directors and key management personnel are subject
to the review by and approval of the Board. Directors’ fees are further subject to the approval of the
shareholders at the AGM.
Having reviewed and considered the variable components of the remuneration packages for the
key management personnel, which are moderate, the RC is of the view that there is no need to
institute contractual provisions to allow the Company to reclaim incentive components in exceptional
circumstances of misstatement of financial results, or misconduct resulting in financial loss or fraud by key
management personnel.
Although Guideline 9.2 of the Code recommends that companies fully disclose the name and
remuneration of each director and the CEO, the Board is of the opinion that it is not in the best interest
of the Company to disclose the exact details of their remuneration due to the competitiveness of the
industry for key talent. As such, the Board has deviated from complying with the above recommendation
and has provided below a breakdown showing the level and mix of remuneration of each Director and
the CEO in bands of S$250,000 for FY2015:
Remuneration Band and Name of Director
Salary Bonus Fees Other
Benefits Total
% % % % %
Up to S$250,000
Mr Wu Chiaw Ching
–
–
100
–
100
Mr Goh Boon Kok
–
–
100
–
100
Ms Pebble Sia Huei-Chieh
–
–
100
–
100
S$250,001 to S$500,000
Mr Michael Wong
(1)
92
8
–
–
100
(1)
Mr Michael Wong is Executive Director and Chief Executive Officer
