GIL has no staff, and all activities are provided by the Manager who is paid fees for its services in accordance with the Management Agreement.
As part of the Corporate Governance Framework, the following principles apply on remuneration matters:
Principle 7: Procedures for Developing Remuneration Policies
GIL has a RC comprising entirely of three independent Directors. The responsibilities of RC include overseeing framework for remuneration, recommending policies and guidelines for directors’ remuneration, and reviewing the fees payable to the Manager.
The key terms of reference of the RC are:
- To recommend specific remuneration packages for each director as well as for the key management personnel (if any)
- To cover all aspects of the remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses, options, share-based incentives and awards, and benefits in kind
- To review the fees payable to the Manager, as and when necessary
- To recommend any long-term incentive schemes;(if applicable)
- To recommend the incentive scheme framework and policies together with the amounts awarded; (if applicable)
Principle 8: Level and Mix of Remuneration
The Board comprises five directors, with a non-executive, non-independent Chairman, one Manager Nominated Director and three independent directors. There are no executive directors. The remuneration of these directors is disclosed under Principle 9 below. The remuneration of nonexecutive directors will be reviewed and recommended by the RC, taking into account factors such as effort and time spent and responsibilities of the directors, as well as industry benchmarks and other selected listed and formerly listed investment companies in Singapore. Non-executive directors are also encouraged to hold the shares of GIL to better align interests of the directors with the interests of the shareholders. Currently, three of the non-executive directors are holding shares of GIL. The Manager Nominated Director does not receive any director fees. The fees payable to its non-Manager Nominated Directors are stipulated in its Bye-laws.
GIL has no employees or executive officers and has appointed the Manager to manage GIL. GIL compensates the Manager for its services in accordance with the terms of the Management Agreement. Any changes in the fee structure will be subject to the approval of shareholders by Ordinary Resolution in general meeting, and for the purposes of such approval, the Manager and its Associates, if they hold any shares at the time of such meeting, will abstain from voting the relevant resolution.
The Manager is entitled to a Base fee calculated upon 1.0% of Net Investment Value up to S$1.5 billion and 1.5% of Net Investment Value in excess of S$1.5 billion. The Manager is also entitled to the incentive fee, fixed fee, acquisition fee, divestment fee and debt raising fee and is reimbursed by GIL for third party expenses. The incentive fee is a performance-related fee designed to be aligned the interests of the Manager with the interests of the shareholders and to promote the long-term success of GIL.
The RC regularly reviews and evaluates the remuneration structure of the Board and Manager, and is confident that the overall level and structure of remuneration align with the long-term interests and risk management policies of GIL. The remuneration structure of the Manager had been subject to detailed review by an independent financial adviser and approved by the Board and separately by the shareholders at the Annual General Meeting in 2017. GIL believes in making full and frank disclosure of the entire formula on the Manager’s Fee structure, as fully set out at page 126.
The Board has the sole discretion to pay up to 100% of the Manager’s fees in the form of shares in GIL rather than cash.
Principles 9: Disclosure on Remuneration
The Manager Nominated Director does not receive any director’s fees or other compensation from GIL for serving as a director or a member of a Board committee of GIL or any of its subsidiaries. Directors (including the Manager Nominated Director) are reimbursed for reasonable out-of-pocket expenses incurred in the course of attending meetings of the Board or Board committees and for any expenses reasonably incurred in their capacity as directors of GIL or any of its subsidiaries. There are no termination, retirement and post-employment benefits which may be granted to the directors and the Manager Nominated Director. There are no variable or performance-related bonuses, benefit-in-kind, stock options grants, share-based incentives and awards, and other long-term incentives received by the directors.
GIL has adopted the following fee structure for non–Manager Nominated Directors :
|Remuneration Per Annum|
|1||Base remuneration fee||US$50,000 per director|
|2||Fees for chairmanship of the Board and various Board Committees as well as membership in various Board Committees||–|
|a) Chairman of the Board||US$18,000|
|b) Deputy Chairman of the Board (if applicable)||US$5,000|
|c) Lead Independent Director||US$4,000|
|d) Base fee for membership of ARMC||US$10,000 per member|
|e) Chairman of ARMC||US$5,000|
|f) Base fee for membership of NGC||US$2,000 per member|
|g) Chairman of NGC||US$1,000|
|h) Base fee for membership of RC||US$2,000 per member|
|i) Chairman of RC||US$1,000|
|3||Fees for directorship of all subsidiary companies||US$5,000 per director1|
No immediate family members of the directors of the Board are employed by GIL or the Manager.
- For the avoidance of doubt, this fee only applies to non-Manager Nominated Directors of the Company. A separate fee is paid for other nominee directors who sit on the board of the Company’s subsidiaries.