Baker Technology Limited
REMUNERATIONMATTERS
Principle 7: Procedures forDevelopingRemunerationPolicies
The RC comprises Ms Han Sah Heck Vicky, Mr Ang Miah Khiang and Mr Lim Ho Seng.
Ms Han Sah HeokVicky, an Independent Director, is the Chairman of the RC. Independent
Directorsmake up themajority of the RC.
TheRC’s principal responsibilities are set out in its terms of reference approvedby theBoard.
These are to review and recommend a framework of remuneration for the Directors and key
management personnel and the specific remuneration packages including but not limited to
Director’s fees, salaries, allowances, bonuses, options, share-based incentives and awards and
benefits inkindof theExecutiveDirectors andkeymanagement personnel; and to ensure that
the framework is competitive and sufficient to attract, retain and motivate the Directors to
provide good stewardshipof theCompany and the keymanagement personnel to successfully
manage the Company. None of the RCmembers or Directors is involved in deliberations in
respect of any remuneration, compensation or any form of benefit to be granted to him/her.
TheRChas full authority to engage any external independent professional adviceon executive
compensationand remuneration relatedmatters, if andwhen requiredat theCompany’s expense.
The RC reviews the Company’s obligations of the service agreements of the Executive
Directors and key management personnel that would arise in the event of termination of
these service agreements to ensure that such service agreements contain fair and reasonable
termination clauses.
Principle 8:Level andMix ofRemuneration
Remuneration ofExecutiveDirectors andKeyManagement Personnel
The Group’s remuneration policy for Executive Directors and key management personnel
comprises a base/fixed salary component and a variable bonus component that is linked to the
Company/Group and individual performance and alignmentwith the interests of shareholders
to promote the long-term success of the Company. In setting remuneration packages, the
Group takes into consideration the market and pay conditions within the industry as well as
theGroup’s performance in the relevant financial year and individual performance.
The Executive Directors do not receive Directors’ fees. Non-Executive Directors, including
IndependentDirectors, (save forMrTanYangGuan,who is remuneratedbywayof consultancy
fees for providingfinancial advice and overview to theGroup) are paidDirectors’ feeswhich
take into consideration the contribution, time and effort spent and responsibilities of the
Directors. The Directors’ fees comprise a basic fee and additional fees for appointment on
BoardCommittees. TheNon-ExecutiveDirectors are not over compensated to the extent that
their independencemay be compromised.
Having reviewed and considered the variable components in the remuneration packages of the
ExecutiveDirectorsandkeymanagementpersonnel, theRC isof theview that it isnotnecessary to
institutecontractual provisions to reclaim incentivecomponentsof remuneration fromExecutive
Directors and key management personnel in exceptional circumstances of misstatement of
financial results, or of misconduct resulting in financial loss to the Company.
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Sustainability
