REPORT ON CORPORATE GOVERNANCE
Annual Report 2015
Karin Technology Holdings Limited
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The RC also administers the Karin Performance Share Plan (the “
Share Plan
”) in accordance with the Rules of the
Share Plan approved by Shareholders on 21 October 2010. The key objectives of the Share Plan are to motivate eligible
participants to optimise their performance standards and efficiency and to reward them for their significant contributions
with participation in the equity of the Company. Group Employees and non-executive directors are eligible to participate
in the Share Plan. No member of the RC shall be involved in any deliberation of Awards to be granted to him. During
FY2015, the RC had not distributed any treasury shares. Subsequent to the FY2015, the Board on the recommendation
of the RC had distributed 500,000 treasury shares to key executives other than Directors and senior staff members as
extra bonus for achieving the Performance Target pursuant to the Share Plan.
The RC hopes that the implementation of the 2014 ESOS in conjunction with the Share Plan will inculcate in the eligible
participants a stronger and more lasting sense of identification with the Group.
On 21 October 2010, shareholders have approved the participation in the Share Plan by the respective controlling
shareholder, Mr. Philip Ng and Mr. Raymond Ng. The Company is required to seek a specific and separate approval
from independent shareholders at a general meeting to approve the specific number of shares and terms of the Share
Plan to be granted. During FY2015, the Company did not convene a general meeting on the grant of specific number
of shares under the Share Plan to Mr. Philip Ng or Mr. Raymond Ng.
Mr. Philip Ng and Mr. Raymond Ng have been substantial shareholders of the Company since incorporation. None of
the directors, CEO or substantial shareholders buys and sells shares for the past 3 years.
PRINCIPLE 8 – LEVEL AND MIX OF REMUNERATION
The RC recommends to the Board a framework of remuneration for the Directors and key executive officers, and determines
specific remuneration packages for each Executive Director. The recommendations of the RC on the remuneration of
Directors would be submitted for endorsement by the entire Board. All aspects of remuneration, including but not limited
to Directors’ Fees, salaries, allowances, bonuses, options and benefits-in-kind shall be covered by the RC.
The remuneration package, included with long-term incentive schemes such as 2014 ESOS and Share Plan, are set to
ensure that it is competitive and sufficient to attract, retain and motivate directors and key executive officers of the
required experience and expertise to run the Company successfully.
The service agreement of the Executive Directors is subject to review by the RC. The key terms among others, appointment
period, remuneration and renewal term will be reviewed by the RC on annual basis.
Independent directors are paid a fee for sitting on any of the Board Committees. Save for Directors’ fees which have to be
approved by the shareholders at every AGM, independent directors do not receive any remuneration from the Company.
There are no termination or retirement benefits that are granted to the Directors. The RC is of the view that it is currently
not necessary to use contractual provisions to allow the Company to reclaim incentive components of remuneration
from the Executive Directors and key management personnel in exceptional circumstances of misstatement of financial
statements, or of misconduct resulting in financial loss to the Company.
