Remuneration

There is no staff in GIL and all activities are provided by the Manager who is paid fees for his services, in accordance to the Management Agreement.

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 does not believe that a remuneration committee is currently required as the fees payable to the Independent Directors are clearly specified in the Bye-laws and set outin Principle 9. The Manager Nominated Directors and any of their alternates will not receive any fees.

GIL has no employees and relies on the Manager to manage the Company and its investments and perform certain functions such as risk management, compliance, finance and accounting. The Manager is paid fees in accordance with the Management Agreement. The brief details of fees payable are given in Principle 8. GIL Board will review the Manager’s performance and fee on an annual basis. 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 has its own remuneration committee which assesses the performance of the Manager’s Chief Executive Officer and its Chief Operating Officer.

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. The remuneration of these Directors is disclosed under Principle 9 below.

GIL has no employees or executive officers and has appointed the Manager to manage the Company. GIL will compensate the Manager for providing the services set out in the terms of the Management Agreement through the Manager Fee structure such as the Base Fee, the Incentive Fee and the Fixed Fee.

The Manager is entitled to a Base Fee calculated upon 1.0% of Net Investment Value up to $1.5 billion and 1.5% of Net Investment Value in excess of $1.5 billion. Net Investment Value is defined as average market capitalization.

The Incentive Fee shall only first become payable when the share value exceeds a certain threshold, in accordance with the Management Agreement. The Incentive Fee is calculated as an amount equal to 20% of the amount by which the share value exceeds the threshold amount. Thereafter, the Manager is entitled to collect Incentive Fee which represents 20.0% of any excess return of the Shares over the benchmark return of 8.0% per annum for the half-year after recovering any deficit from the prior three years which has been carried forward calculated in accordance with the Management Agreement.

The Manager is entitled to the Fixed Fee of S$0.65 million for non-designated services, investment advisory services, and other services. Third party expenses would be reimbursed by the Company. In addition, there are also Acquisition Fee, Divestment Fee and Debt Raising Fee payable to the Manager. For more details on the Manager Fee structure, kindly refer to Page 27 to 29 of GIL’s Shareholders Circular dated 5 November 2009 which can be downloaded by clicking here.

The Board has the sole discretion to pay up to 100% of STAM’s fees in the form of shares rather than cash.

Principle 9: Disclosure on Remuneration.

Manager Nominated Directors, do not receive any director’s fees or other compensation from GIL, including in the form of GIL Shares, for serving as a Director or a member of a Board Committee.

Directors (including the Manager Nominated Directors) are reimbursed for reasonable out-ofpocket expenses incurred in attending meetings of the Board of Directors or Board Committee and for any expenses reasonably incurred in their capacity as Directors.

The Company has adopted the following fee structure for Independent Directors:

No immediate family members of the Directors are employed by GIL.