My first Publication ocbc_ar17_fullreport_english | Page 70

CORPORATE GOVERNANCE
the Company Secretary ensures good
information flows within the Board
and its committees and between
senior management and non-executive
Directors, and facilitates the orientation
of new Directors and professional
development of Directors, as required.
The appointment and removal of the
Company Secretary is considered to be
a matter for the Board as a whole.
REMUNERATION MATTERS
PRINCIPLE 7: PROCEDURES FOR
DEVELOPING REMUNERATION POLICIES
The objective of the Bank’s remuneration
policy is to attract, motivate, reward
and retain talented and competent
staff globally. The Board ensures that
remuneration policies are in line with
the strategic objectives and corporate
values of the Bank, and do not give rise
to conflicts between the objectives of
the Bank and the interests of individual
Directors or key executives.
The Remuneration Committee is tasked to
review and recommend to the Board the
general remuneration framework as well as
the specific remuneration for each director
and for each key executive. The composition
and summary terms of reference of the
Remuneration Committee are provided
on pages 64 and 65. No member of the
Remuneration Committee is involved in the
deliberations regarding any remuneration,
compensation, options or any form of
benefits to be granted to himself.
In its review of the Bank’s remuneration
practices, the Remuneration Committee
can seek expert advice, if necessary.
No consultant was engaged in 2017 to
provide remuneration advice.
The Bank’s remuneration policy is applied
to all OCBC overseas branches and the
following subsidiaries:
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Bank of Singapore Ltd
OCBC Management Services Pte Ltd
OCBC Securities Pte Ltd
OCBC Investment Research Pte Ltd
BOS Trustee Ltd
OCBC ANNUAL REPORT 2017
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e2 Power Pte Ltd
e2 Power Sendirian Berhad
OCBC Bank (Malaysia) Berhad
OCBC Al-Amin Bank Berhad
OCBC Wing Hang Bank Ltd
OCBC Wing Hang Bank (China) Ltd
The Bank does not provide for any
termination, retirement or post-
employment benefits to executive
Directors or the top five key
management personnel.
PRINCIPLE 8: LEVEL AND
MIX OF REMUNERATION
Compensation for
Non-Executive Directors
OCBC’s remuneration for non-executive
Directors is intended to attract capable
individuals to the Board, as well as retain
and motivate them in their roles as
non-executive Directors. It aligns their
interests with those of shareholders, is
competitive in the region and recognises
individual contributions. The remuneration
for non-executive Directors is subject to
shareholder approval at the AGM.
The Remuneration Committee has
considered market practices for non-
executive director compensation. On its
recommendation, the Board has decided
to maintain the fee structure unchanged
from the previous year.
The fee structure is as follows:
• Board chairman’s fee
S$1,400,000
• Retainer fee S$45,000
• Committee chairperson’s
fee for the Audit, Risk
Management and
Executive Committees S$70,000
• Committee chairperson’s
fee for the Nominating
and Remuneration
Committees S$40,000
• Committee member’s
fee for the Audit, Risk
Management and
Executive Committees
(committee chairpersons
are not awarded
these fees) S$40,000
• Committee member’s
fee for the Nominating
and Remuneration
Committees (committee
chairpersons are not
awarded these fees)
• Attendance fee
per meeting
S$20,000
S$3,000
The resolution proposing the fee for non-
executive Directors will be presented to
shareholders at the AGM in April 2018.
In the previous year, shareholders
had approved the grant of 6,000
remuneration shares to each non-
executive Director. The remuneration
shares align the interests of non-
executive Directors with the interests
of shareholders. At the recommendation
of the Remuneration Committee, the
Board has decided to continue with
the granting of 6,000 new ordinary
shares to each non-executive Director.
Any non-executive Director who has
served on the Board for less than a
full financial year will be awarded shares
on a pro-rated basis, according to how
long he has served. The resolution
proposing these share grants will
be presented to shareholders at the
AGM in April 2018.
Compensation for Executive Directors
The compensation for an executive
Director is formulated and reviewed
annually by the Remuneration Committee
to ensure that it is market-competitive
and that the rewards are commensurate
with the contributions made. The
compensation package comprises basic
salary, benefits-in-kind, performance
bonus, incentive bonus, share options,
share awards and compensation in the
event of early termination where service
contracts are applicable. Performance
and incentive bonuses relate directly to
the financial performance of the Group
and the contributions of the executive
Director. Under the OCBC Share Option
Scheme 2001, the guidelines on the
granting of share options to the executive
Director are similar to those for the
executives of the Bank.