CapitaLand Limited - Annual Report 2014 - page 39

Positioning for the Future | 37
The fee structure for non-executive Directors for FY 2014 is as follows
S$
Basic Retainer Fee
Board Chairman
750,000
Deputy Board Chairman
137,000
Director
78,000
Fee for appointment to Audit Committee and Investment Committee
Committee Chairman
60,000
Committee member
25,000
Fee for appointment to Executive Resource & Compensation Committee and Risk Committee
Committee Chairman
35,000
Committee member
22,000
Fee for appointment to any other Board Committee
Committee Chairman
28,000
Committee member
20,000
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(a) Attendance in person
Board meeting
Local
4,000
Overseas
7,000
Board Committee meeting
Local
2,200
Overseas
7,000
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Local and Overseas
1,700
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Local and Overseas
1,000
Non-executive Directors who served on the Board during FY 2014 will receive 70% of their total Directors’ fees
in cash and 30% in the form of share awards from the Company. The awards will consist of the grant of fully
paid shares, with no performance conditions attached and no vesting periods imposed. In order to encourage the
alignment of interests of the non-executive Directors with the interests of shareholders, a non-executive Director
is required to hold shares in the Company worth at least one year of his basic retainer fee or the total number of
shares awarded under the above policy, whichever is lower, at all times during his Board tenure. For the Chairman,
the shares are required to be held for at least two years from the date of award, and the two-year moratorium shall
continue to apply in the event of retirement from the Board. Details of the Directors’ remuneration are provided in
the Directors’ Remuneration section on pages 46 to 47 of this Report. The P&GCEO as executive Director does
not receive Director’s fees. Provision of Directors’ fees for non-executive Directors is subject to the approval of
shareholders at the AGM.
Compensation Risk Assessment
Under the Code, the compensation system shall take into account the risk policies of the Group, be symmetric with risk
outcomes and be sensitive to the time hori[on of risks. The ERCC has conducted a Compensation Risk Assessment to
review the various compensation risks that may arise and introduce mitigating policies to better manage risk exposures
identimed. The ERCC is satismed that there is adequate risk mitigation features in the Group’s compensation system,
and will continue to undertake periodic reviews of compensation-related risks.
Corporate Governance & Transparency
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