Page 43 - ar2012

CORPORATE GOVERNANCE REPORT
GEO ENERGY RESOURCES LIMITED | Annual Report 2012 39
7. REMUNERATION MATTERS
Principle 7: There should be a formal and transparent procedure for fxing the remuneration packages of
individual directors. No director should be involved in deciding his own remuneration.
The RC makes recommendations to the Board on the framework of remuneration, and the specifc remuneration
packages for each director.
The RC comprises Mr Lu King Seng, Mr Soh Chun Bin and Mr Ong Beng Chye, all of whom are independent
directors. The chairman of the RC is Mr Lu King Seng.
The terms of reference of the RC have been approved and adopted. The functions of the RC include the
following:–
 reviewing and recommending for endorsement by the entire Board a general framework of remuneration
for the directors and key management personnel that covers all aspects of remuneration, including but not
limited to directors’ fees, salaries, allowances, bonuses, options, share–based incentives and awards, and
benefts–in–kind;
  reviewing and recommending for endorsement by the entire Board the specifc remuneration packages for
each director as well as for the key management personnel;
  recommending to the Board the remuneration of non–executive directors, which should be appropriate to
the level of their respective contributions, taking into account factors such as effort and time spent, and the
responsibilities of the non–executive directors; and
  reviewing and recommending to the Board the terms of renewal of the service contracts of Directors.
The members of the RC are familiar with executive compensation matters as they manage their own businesses
and/or are holding other directorships. The RC has access to advice regarding executive compensation matters, if
required.
The RC’s recommendations will be submitted for endorsement by the Board. No director is involved in deciding his
own remuneration.
8. LEVEL AND MIX OF REMUNERATION
Principle 8: The level of remuneration should be appropriate to attract, retain and motivate the directors
needed to run the company successfully but companies should avoid paying more than is
necessary for this purpose. A signifcant proportion of executive directors’ remuneration
should be structured so as to link rewards to corporate and individual performance.
In setting remuneration packages, the Company takes into account pay and employment conditions within the
same industry and in comparable companies, as well as the Group’s relative performance and the performance of
individual directors.
Non–executive directors receive directors’ fees for their effort and time spent, responsibilities and contribution to the
Board, subject to shareholders’ approval at annual general meetings.
Remuneration for the executive directors includes a basic salary component and a variable component that is the
performance bonus, based on the performance of the Group as a whole. The Company has entered into fxed–
term service agreements with its Executive Chairman, Mr Charles Antonny Melati, and its Chief Executive Officer,
Mr Dhamma Surya. Either party may terminate the service agreements at any time by giving the other party not
less than six months’ notice in writing, or payment in lieu of notice.