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P a g e
TRINIDAD CEMENT LIMITED
SECTION 3: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEE RELATIONS (
Continued)
3.3
COMPENSATION
In accordance with TCL’s Bye-Laws, the Directors are entitled to receive remuneration as the Company’s
shareholders may determine in General Meeting. They are also entitled to be repaid all reasonable
travelling and other expenses properly incurred by them in the performance of their duties as directors.
Directors are entitled to a monthly fee, which is inclusive of a per diem travel allowance, meeting fee and
an entertainment allowance.
In light of the financial commitments facing the Company and the need to seek some forbearance from
creditors and shareholders alike, a resolution of the Board was passed on 18 September 2014 in which a
decision was taken to waive all fees and allowances payable to directors of the TCL Group and Subsidiary
boards until the outcome of the next annual general meeting. The following were also agreed upon:
�
Notwithstanding the above, the cost of Directors’ travel and per diem, at the recommended rates, for
attendance at TCL and subsidiary company Board meetings would be paid;
�
Existing group life and group health provisions would be continued;
�
The provision of computers and cellular phones would be discontinued, but a monthly allowance
would instead be given to each director to cover the expenses of data usage charge and cellular calls;
and
�
The overseas travel allowance would be discontinued with immediate effect.
Further to the above, effective January 2015, a decision was taken to resume the payment of Directors’ fees
from that date.
TCL’s managers receive monthly compensation and are eligible for annual bonuses. Bonuses are paid to
managers based on the Economic Value Added incentive plan of the Company, (“EVA”). The payment is
made upon the achievement of previously set targets by an independent value management consulting firm.
Management participates in this plan as part of the terms and conditions of their employment with the
Company. Managers are members of the employees’ pension plans which are managed by independent
trustees.
For the year ended 31 December 2014, the total compensation, including bonuses, for Directors and
management of the TCL Group was approximately at $42.6 M. No Director or member of the management
team will receive any compensation based on the outcome of this Rights Issue.
The present annual compensation levels of the Directors and senior management are as follows:
Key Management Compensation
Annual Range of Compensation (TT$)
Number of Directors and Senior Management
RANGE
TOTAL
CORP/TCL/TPL/TPM/RML
ACCL
CCCL
$0 TO $500K
17
10
5
2
$500 TO $1M
27
16
4
7
$1M TO $2M
7
6
1
>$2M
2
1
1
TOTAL
53
33
9
11
