Ntegrator International Ltd. - Annual Report 2020

22 CORPORATE GOVERNANCE REPORT REMUNERATION MATTERS (continued) Principle 6: Procedures for Developing Remuneration Policies Principle 7: Level and Mix of Remuneration (continued) Remuneration Committee (RC) (continued) Non-executive and Independent Directors (“INED”) receive Directors’ fees, which are subject to shareholders’ approval at the AGM. The fees take into account their contribution, responsibilities, effort and time accorded in discharging their duties and, market practices ( Provision 7.2 of 2018 Code ). The fee structure for INEDs comprising the following components: (1) a basic fee for each INED; and (2) a percentage of basic fee for each additional role on Board Committees. No Director is involved in determining his own remuneration. There are no long-term incentive schemes, such as Share Option Scheme and Performance Share Plan, in force. The Board is of the view that as the Group pays an annual cash incentive based on the performance of the Group/Company (and not on possible future results) and with targets set for Executive Directors and key management, claw back provisions in the service contracts may not be relevant or, appropriate. Principle 8: Disclosure on Remuneration The company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation. In view of confidentiality and sensitivity attached to remuneration matters, the Board is of the view that it is not in the interest of the Company to fully disclose the remuneration of each Director, as well as the aggregate remuneration of Key Management Personnel. The remuneration of Directors and top Key Management Personnel is, however, disclosed in the bands of S$250,000 with a breakdown showing the level and mix of remuneration in percentage terms. The Board is of the view that the information disclosed is sufficient for shareholders to have adequate understanding of the Company’s remuneration policies and practice for Directors and Key Management Personnel ( Provisions 8.1 of 2018 Code ). The Executive Directors have voluntarily reduced their entitlement to the 13th month bonus by 50% in FY2020. In solidarity with the Executive Directors, the INEDs have voluntarily agreed to a reduction of 10% in Directors’ Fees for FY2020. The payment of a reduced aggregate sum of S$165,600.00 as Directors’ Fees for FY2020 will be tabled at the forthcoming AGM for approval by shareholders of the Company. A breakdown (in percentage terms) of Directors’ remuneration and that of the Group’s top 3 Key Management Personnel who are not Directors, for the financial year ended 31 December 2020, falling within broad bands, are set out below ( Provisions 8.1 of 2018 Code ):- (A) Directors’ Remuneration Name Fees % Salary (1) % Other Benefits (2) % Total % Between $250,000 to $500,000 Han Meng Siew - 94.0 6.0 100 Jimmy Chang Joo Whut - 93.3 6.7 100 Below $250,000 Charles George St. John Reed 100.0 - - 100 Lai Chun Loong 100.0 - - 100 Lee Keen Whye 100.0 - - 100