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88 | S P SETIA BERHAD GROUP | Annual Report 2014

MaximumAllowable Allocation of the LTIP

Based on the LTIP By-Laws, the aggregate number of Shares comprised in the LTIP Awards to be awarded to a selected person in accordance

with the LTIP shall be determined at the discretion of the LTIP Committee subject to the following:-

i.

The total number of new Shares made available under the LTIP shall not exceed 15% of the issued and paid-up share capital of the

Company (excluding treasury shares, if any) at the point in time when an LTIP Award is offered; and

ii.

Not more than ten percent (10%) of the total new Shares to be issued under the LTIP at the point in time when an LTIP Award is offered

be allocated to any individual Selected Person who, either singly or collectively through persons connected with him, holds twenty per

cent (20%) or more in the issued and paid-up share capital of the Company (excluding treasury shares, if any).

As of 31 October 2014, 22.4% of the Shares granted pursuant to the ESGP (excluding number of shares lapsed) have been granted to the

Executive Director/CEO and Senior Management during FY2014 and since the commencement of the LTIP.

Options under the ESOS were granted only to the Executive Director/CEO and Senior Management of the Company during FY2014 and since

the commencement of the LTIP.

NON-AUDIT FEES

The amount of non-audit fee incurred for the services by the external auditors and their affiliated companies to the Group for financial year 31

October 2014 amounted to RM427,697.

MATERIAL CONTRACTS

There were no material contracts entered into by the Company and its subsidiaries involving Directors’ and major shareholders’ interest which

were still subsisting as at the end of the financial year under review or which were entered into since the end of the previous financial year

except as disclosed in note 41(a) of the financial statements.

RECURRENT RELATED PARTYTRANSACTIONS

At theThirty Ninth AGM of the Company held on 20 March 2014, the Company had obtained the approval from its shareholders for the renewal

of the shareholders’ mandate to enter into recurrent related party transactions of a revenue or trading nature, which are necessary for its day-to-

day operations and in the ordinary course of its business, with related parties.

The said mandate took effect on 20 March 2014 and will continue until the conclusion of the forthcoming AGM of the Company.

At the forthcoming AGM to be held on 26 March 2015, the Company intends to seek its shareholders’ approval to renew the existing mandate

for recurrent related party transactions of a revenue or trading nature. The details of the shareholders’ mandate to be sought will be furnished in

the Circular to Shareholders dated 4 March 2015 attached to this Annual Report.

corporate Governance Statement

IV. Corporate Governance