83 / 152
performance targets for payment
of variable bonus. Such matters will
also require approval by at least a
majority of Independent Directors.
The Board of Directors seeks
expert advice on remuneration and
governance matters from external
consultants, where necessary.
The Board will ensure that existing
relationships between the group
and its appointed remuneration
consultants, if any, will not affect
the independence and objectivity
of the external remuneration
consultants. For FY 2016/17, Aon
Hewitt Singapore Pte Ltd (“Aon”) and
Carrots Consulting Pte Ltd (“Carrots”)
were engaged to provide advice to
the Board on salary benchmarking
for the CEO, CFO and certain senior
executives. Each of Aon and Carrots
did not have any relationships
with the Manager, its controlling
shareholder or related entities that
would affect their independence.
Directors Remuneration
The remuneration of the Non-
Executive Directors for FY 2016/17
comprises entirely of Directors’ fees
payable in cash. Directors’ fees are
subject to approval by the Board
of Directors and the shareholders
of the Manager. Each Director
abstains from voting in respect of
the fees payable to their respective
selves. The Directors’ fees take
into account industry practices
and norms on remuneration. Each
Director is paid a basic fee and
the Chairman and the Chairman
of the Audit Committee are paid
a higher fee in view of the greater
responsibility carried by that
office. The CEO does not receive
Directors’ fees as he receives
employee remuneration from the
Manager. Each Director will be
remunerated based on their level
of responsibilities on the Board and
the Audit Committee, in accordance
with the following framework:
FEE STRUCTURE
FEES
(PER ANNUM)
Board of Directors Non-Executive Chairman
S$100,000
Non-Executive Director
S$63,000
Audit Committee Chairman and Lead Independent Director
S$10,000
Member
S$5,000
The total amount of Directors’ fees (gross before net of withholding tax) paid to the
Non-Executive Directors for FY 2016/17 are as follows:
NON-EXECUTIVE DIRECTORS’ FEES
NAME OF DIRECTOR
FY 2016/17
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping
S$100,000
Dato’ Yeoh Seok Kian
S$63,000
Mr Lim Kok Hoong
S$36,083
(1)
Dr Michael Hwang
S$68,000
Mr Ching Yew Chye
S$45,333
(2)
Mr Keith Tay Ah Kee
S$24,333
(3)
Dr Hong Hai
S$40,917
(4)
Notes:
(1)
Mr Lim Kok Hoong was appointed as Independent Non-Executive Director of the Board and member of the Audit
Committee with effect from 1 January 2017 and as Lead Independent Non-Executive Director and Chairman of
the Audit Committee with effect from 1 February 2017.
(2)
Mr Ching Yew Chye was appointed as Independent Non-Executive Director of the Board and member of the Audit
Committee with effect from 1 November 2016.
(3)
Mr Keith Tay Ah Kee resigned as Lead Independent Non-Executive Director of the Board and Chairman of the Audit
Committee with effect from 1 November 2016.
(4)
Dr Hong Hai was re-designated as Lead Independent Non-Executive Director and Chairman of the Audit Committee
with effect from 1 November 2016, and resigned as Lead Independent Non-Executive Director and Chairman of the
Audit Committee with effect from 1 February 2017.
Employee Remuneration
To support the business growth and
aspirations, the Manager is committed
to strengthen its leadership capability
and organisational effectiveness
through talent management. As such,
the Manager adopts a remuneration
philosophy that is directed towards the
attraction, retention and motivation of
competent employees and key talents
to ensure the long-term success of
Starhill Global REIT.
It emphasises on performance-
based remuneration by linking
total compensation directly to the
achievement of organisational and
individual performance goals, and
gives consideration to the equitability
and market competitiveness of its
remuneration practices.
In determining the mix of different
forms of remuneration for executive
officers, the Board seeks to ensure that
the level and mix of remuneration is
competitive, relevant and appropriate
in finding a balance between fixed and
performance related components.
Total remuneration comprises the
following components:
•
Fixed remuneration comprises
base salary, Central Provident Fund
contributions, Annual Wage Supplement
and benefits and allowances.
•
Variable bonus payments, paid wholly
in cash, incentivises and rewards
individuals for their performance,
efforts and achievement. The
payment of variable bonus is subject
to achievement of Starhill Global
REIT’s DPU, and the Manager’s profit
after tax targets, with substantial
emphasis on the performance of
Starhill Global REIT to align employee
interests with the interests of Starhill
Global REIT. In approving the variable
bonus for FY 2016/17, the Board
is satisfied that the performance
targets have been largely achieved.
•
A long-term deferred bonus scheme,
awarded wholly in cash, is put in
place to retain selected management
executives and talent who are
key in the business operation. The
scheme focuses on strengthening
its organisational capability and
leadership core, with the objective
of encouraging loyalty and ensuring
that decisions are taken with a long-
term view in mind.
CORPORATE
GOVERNANCE
81