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Notes to the financial statements
31 December 2014
Bursa Malaysia
•
Annual Report 2014
147
28. Employee benefits (cont’d.)
(b) SGP
The SGP is governed by the By-Laws approved by the shareholders at an Extraordinary General Meeting held on 14 April 2011. The SGP was implemented
on 18 April 2011 and is in force for a maximum period of 10 years from the date of implementation.
The SGP comprises two types of performance-based awards, namely Restricted Share Plan (RSP) and Performance Share Plan (PSP).
The salient features and terms of the SGP are as follows:
(i) The Committee (appointed by the Board of Directors to administer the SGP) may, in its discretion where necessary, direct the implementation and
administration of the plan. The Committee may at any time within the duration of the plan, offer RSP and PSP awards under the SGP to eligible
employees and/or Executive Directors of the Group, wherein such offer shall lapse should the eligible employees or Executive Directors of the Group
fail to accept within the period stipulated.
(ii) To facilitate the implementation of the SGP, a Trust to be administered in accordance to the Trust Deed by the Trustee appointed by the Company was
established. The Trustee shall subscribe for new ordinary shares of RM0.50 each in the Company and transfer the shares to eligible employees and/
or Executive Directors of the Group participating in the SGP. The Trustee will obtain financial funding from the Company and/or its subsidiaries and/or
third parties for purposes of administering the Trust.
(iii) The total number of shares to be issued under the SGP shall not exceed in aggregate 10% of the issued and paid-up share capital (excluding treasury
shares) of the Company at any point of time during the tenure of the SGP and out of which not more than 50% of the shares shall be allocated, in
aggregate, to Executive Directors and senior management of the Group. In addition, not more than 10% of the shares available under the SGP shall be
allocated to any individual employee or Executive Director who, either individually or collectively through persons connected with him/her, holds 20%
or more in the issued and paid-up capital of the Company.
(iv) All new ordinary shares issued pursuant to the SGP will rank pari passu in all respect with the then existing ordinary shares of the Company, except
that the new ordinary shares so issued will not be entitled to any rights, dividends or other distributions declared, made or paid to shareholders prior
to the date of allotment of such new ordinary shares, and will be subject to all the provisions of the Articles of Association of the Company relating to
transfer, transmission or otherwise.
(v) The shares granted will only be vested to the eligible employees and/or Executive Directors of the Group who have duly accepted the offer of awards
under the SGP, on their respective vesting dates, provided the following vesting conditions are fully and duly satisfied:
• Eligible employees and/or Executive Directors of the Group must remain in employment with the Group and shall not have given notice of
resignation or received notice of termination of service as at the vesting dates.
• In respect of the PSP, eligible employees and/or Executive Directors of the Group having achieved his/her performance targets as stipulated by
the Committee and as set out in their offer of awards.