173 / 222
FINANCIAL REPORTS
165
Bursa Malaysia •
Annual Report 2015
NOTES TO THE
FINANCIAL STATEMENTS
31 DECEMBER 2015
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 RSP and 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, at 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
maximum shares available shall be allocated, in aggregate, to Executive Directors and senior management of the Group. In addition, not
more than 10% of the maximum 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 respects 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.