REPORT ON CORPORATE GOVERNANCE
Karin Technology Holdings Limited
Annual Report 2015
28
The Board has approved the written terms of reference of the RC. The RC performs, but not limited to, the following
functions:
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covering all aspects of remuneration such as Director’s fees, salaries, allowances, bonuses, options and benefits-
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remuneration packages of the Directors and key executives of the Company to those required by law or by the
2012 Code.
The Directors do not participate in any decision concerning their own remuneration. The RC met to discuss and review
the service agreements of the executive directors.
If necessary, the RC shall seek expert advice on remuneration of all directors. The RC shall ensure that any relationship
between the appointed consultant and any of its director or company will not affect the independence and objectivity
of the remuneration consultant.
As part of its review, the RC will ensure that the remuneration package of employees related to Executive Directors and
controlling shareholders of the Group are in line with the Group’s staff remuneration guidelines and commensurate
with their respective job scopes and level of responsibilities.
The RC reviews the fairness and reasonableness of the termination clauses of the service agreements of the Executive
Directors and key management personnel. RC will obtain advice from external consultants for benchmarking, where
necessary.
The Share Option Scheme Committee, consists of all members of the RC, was established to administer the Karin Employee
Share Option Scheme (the “
2005 ESOS
”) in accordance with the objectives and regulations of the 2005 ESOS and to
determine participation eligibility, options offers and share allocation and to attend to such other matters that may be
required. The 2005 ESOS was adopted on 20 January 2005. A member of the RC who is also a participant of the 2005
ESOS shall not be involved in the deliberation of Options granted or to be granted to him. Controlling shareholders and
their Associates will not be eligible to participate in the 2005 ESOS. During FY2015, the Company has issued 850,000
new ordinary shares upon the exercise of options under the 2005 ESOS. No options were granted under the 2005 EOSO
during FY2015. The share options outstanding as at 30 June 2015 was 350,000 which could be convertible to 350,000
ordinary shares of the Company upon exercise.
The 2005 ESOS had a maximum duration of ten years and expired on 20 January 2015. Given the impending expiring
of the 2005 ESOS, the Company had terminated the 2005 ESOS and adopted the 2014 Karin Employee Share Option
Scheme (“
2014 ESOS
”) in substitution for the 2005 ESOS. The 2014 ESOS was approved by the shareholders on 9
October 2014 at the 2014 AGM.
