HC-5.6 HC-5.6 Officers Remuneration
HC-5.6.1
Remuneration of officers must be structured so that a portion of the total is linked to the company and individual performance and aligns their interests with the interests of the shareholders.July 2011HC-5.6.2
Such rewards may include grants of shares, share options and other deferred stock-related incentive schemes, bonuses, and pension benefits which are not based on salary.
July 2011HC-5.6.3
If an officer is also a director, his
remuneration as an officer must take into account compensation received in his capacity as a director.July 2011HC-5.6.4
All share incentive plans must be approved by the shareholders.
July 2011HC-5.6.5
All performance-based incentives should be awarded under written objective performance standards which have been approved by the board and are designed to enhance shareholder and company value, and under which shares should not vest and options should not be exercisable within less than two years of the date of award of the incentive and include principles of deferred payment, claw back provisions and prevention of distribution during non-profit years, as well as other
remuneration principles issued by relevant industry supervisory bodies.July 2011HC-5.6.6
All policies for performance-based incentives should be approved by the shareholders, but the approval should be only of the plan itself, and not of the grant to specific individuals of benefits under the plan.
Amended: January 2012
July 2011
