Remuneration
As part of the Corporate Governance Framework, the following principles apply on remuneration matters:
Principle 7: Procedures for Developing Remuneration Policies.
The Board of Directors do not believe that a Remuneration Committee is currently required as the Directors have agreed to limit any increase in the fees payable to the Independent Directors. The Manager Appointed Directors and any of their alternates will not receive any fees, and BBGIL has no employees or executive officers.
Principle 8: Level and Mix of Remuneration.
The Manager is entitled to a fee based upon the net investment value of BBSFF under the Management Agreements in respect of its role as manager of the day-to-day operations of BBGIL. In accordance with its obligations under the Management Agreements, the Manager is responsible for making staff (including senior executives) available to perform day-to-day management functions for BBGIL. The Manager is entitled to be reimbursed for the costs of contractors, valuers, advisers and its out-of-pocket expenses.
The Manager is also entitled to an incentive fee which represents 20.0% of the outperformance of the Shares over the Share Accumulation Index (an index formulated by the Manager to measure the accumulated SGX-ST traded value of Shares, with the initial value assigned to such index being the Offer Price) and is payable to the Manager half yearly in arrear. Should the Manager underperform then a deficit is created and carried forward for two years which will have to be overcome before any Incentive Fee is paid.
In addition, the Manager is entitled to fees for Non-Designated Services, investment ordinary services and certain break fees.
Principle 9: Disclosure on Remuneration.
The Board of Directors will report to BBGIL's Shareholders each year on the remuneration of the Independent Directors in BBGIL's annual report.