(excluding Group Chief Executive and President) 1/6/2011 1/4/2014 - 31/5/2021(2) 3,380,346 – – 75,576 (235,573) 27.35 3,220,349 46.20 1/6/2011 1/4/2014 - 31/5/2021(3) 4,919,047 – 1,639,679 676,526 (640,917) 27.35 4,954,656 48.03 15/3/2012 15/3/2015 - 14/3/2022(4) 2,923,765 – 2,923,765 536,111 (216,044) 28.40 3,243,832 46.72 11/3/2013 11/3/2016 - 10/3/2023(5) 2,954,666 – – 534,679 – 34.35 3,489,345 n/a 5/3/2014 5/3/2017 - 4/3/2024(6) 2,657,795 – – 475,634 – 37.56 3,133,429 n/a 14/4/2014 14/4/2017 - 13/4/2024(7) 332,282 – – – – 39.45 332,282 n/a 12/3/2015 12/3/2018 - 11/3/2025(8) – 2,576,553 – 426,550 – 47.73 3,003,103 n/a Other eligible employees 1/6/2011 1/4/2014 - 31/5/2021(2) 898,849 – – (102,450) (313,551) 27.35 482,848 48.62 1/6/2011 1/4/2014 - 31/5/2021(3) 3,090,660 – 1,160,768 (676,526) (356,062) 27.35 2,058,072 49.56 15/3/2012 15/3/2015 - 14/3/2022(4) 1,751,548 – 1,715,141 (585,787) (421,339) 28.40 744,422 49.08 11/3/2013 11/3/2016 - 10/3/2023(5) 1,605,023 – – (686,672) (6,918) 34.35 911,433 45.60 5/3/2014 5/3/2017 - 4/3/2024(6) 1,519,094 – – (603,651) – 37.56 915,443 n/a 12/3/2015 12/3/2018 - 11/3/2025(8) – 1,332,763 – (465,272) – 47.73 867,491 n/a Notes:
(1) The measurement date (i.e. the date used to determine the value of the awards for accounting purposes) for awards made in 2011 was determined to be 15 June 2011. The measurement date for awards made in 2012 was determined to be 15 March 2012. The measurement date for awards made in 2013 was determined to be 11 March 2013. The measurement dates for awards made in 2014 were determined to be 5 March 2014 and 14 April 2014. The measurement date for awards made in 2015 was determined to be 12 March 2015. The measurement dates were determined in accordance with IFRS 2.
(2) The vesting of share options is service-based only. All share options vested on 1 April 2014.
(3) The vesting of share options is service-based only. One-third of share options vested on 1 April 2014; one-third vested on 1 April 2015; and one-third vest on 1 April 2016. (4) The vesting of share options is service-based only. All share options vested on 15 March 2015.
(5) The vesting of share options is service-based only. All share options vest on 11 March 2016. (6) The vesting of share options is service-based only. All share options vest on 5 March 2017. (7) The vesting of share options is service-based only. All share options vest on 14 April 2017.
(8) The closing price of the Company’s shares immediately before the date on which share options were awarded is HK$47.10. The vesting of share options is service-based only. All share options vest on 12 March 2018.
(9) These share options lapsed or were reclassified during the year ended 30 November 2015. The reclassification of share options was a result of two executives who were previously categorised as “Other eligible employees” becoming “Key Management Personnel” during the year. There were no cancelled share options during the year.
DIRECTORS AND KEY MANAGEMENT
PERSONNEL EMOLUMENTS
GROUP CHIEF EXECUTIVE AND PRESIDENT / EXECUTIVE DIRECTOR
The Group Chief Executive and President, Mr. Mark Edward Tucker, is the sole Executive Director on the Company’s Board. He receives his remuneration exclusively for his role as Group Chief
Executive and President and receives no separate fees for his role as a Board Director or for acting as a director of any subsidiary companies.
CORPORATE GOVERNANCE
O
VERVIEW
FINANCIAL AND OPERA
TING REVIEW CORPORA TE GO VERNANCE FINANCIAL ST A TEMENTS ADDITIONAL INF ORMA TION REMUNERATION REPORT
DIRECTORS’ SERVICE CONTRACTS
No Director proposed for re-election at the forthcoming AGM has any service contract which is not determinable by the Company or any of its subsidiaries within one year without payment of compensation (other than statutory compensation).
KEY MANAGEMENT PERSONNEL
The total remuneration cost charged to the consolidated income statement for the Key Management Personnel during the year ended 30 November 2015 is US$49,398,959. Details of remuneration during the year are included in note 40 to the financial statements.
EMPLOYEE SHARE PURCHASE PLAN
Under the Employee Share Purchase Plan (ESPP), in year 2015 the employees of the Company and its subsidiaries participated in the plan to purchase shares and received a matching offer of shares from the Company. The objectives of the ESPP are to facilitate and motivate share ownership by employees and to align their interests with those of the Company’s shareholders. Currently the ESPP is designed such that participants are eligible to contribute up to 5 per cent of their basic salary or the plan maximum limit of US$15,000 per annum approved by the
Remuneration Committee, whichever is lower, to purchase shares. For every two shares purchased by a participant, the Company will match with one additional share.
PERFORMANCE MEASURES AND VESTING
The ESPP has no performance conditions and vesting occurs after three years, at which time participants receive ownership over the matching shares. For employees that leave prior to the end of the vesting period, matching shares will be forfeited, except for certain special circumstances, in which case vesting may be permitted.
The table below provides details of target remuneration for the Group Chief Executive and President during the years 2014 and 2015. Details of remuneration cost incurred by the Company during the period from 1 December 2014 to 30 November 2015 are included in note 40 to the financial statements.
Target Pay Opportunity
US$ Basic salary
Target short-term incentive Target long-term incentive Total
Group Chief Executive and President
Mr. Mark Edward Tucker
Year 2015 1,471,500 2,207,300 6,253,900 9,932,700
Year 2014 1,414,800 2,122,200 6,012,900 9,549,900
NON-EXECUTIVE DIRECTORS
Remuneration for the Non-executive Director and Independent Non-executive Directors was paid in respect of the period from 1 December 2014 to 30 November 2015 and included the fees for their services provided to the Board Committees. Ms. Swee- Lian Teo was appointed as Independent Non-executive Director and a member of the Risk Committee and the Nomination Committee with effect from 14 August 2015. Ms. Teo is entitled to receive an annual Director’s fee of US$155,000 and an additional annual fee of US$25,000 and US$10,000 for being a member of the Risk Committee and the Nomination Committee respectively. Her remuneration was paid in respect of the period from her date of appointment to 30 November 2015 on a pro-rata basis. Details of the change have been set out on pages 103-104 of this Annual Report.
All remuneration of the Non-executive Director and Independent Non-executive Directors was on a flat annual fee basis, with no variable component linked to either corporate or individual performance and therefore with no financial incentive to promote the assumption by the Group of inappropriate levels of risk. Details of the Non-executive Directors’ remuneration cost incurred by the Company during the year ended 30 November 2015 are included in note 40 to the financial statements.
During the year the Remuneration Committee reviewed the Non-executive Directors’ remuneration structure. The revised structure as shown in the table below has been subsequently approved by the Board and is effective from 1 December 2015.
Annual Fees
US$ Chairman Member
Board 485,000 160,000
Audit Committee 55,000 40,000
Nomination Committee 25,000 15,000
Remuneration Committee 45,000 30,000
Independent Auditor’s Report ... 117 Consolidated Income Statement ... 119 Consolidated Statement of Comprehensive Income ... 120 Consolidated Statement of Financial Position ... 121 Consolidated Statement of Changes in Equity ... 123 Consolidated Statement of Cash Flows ... 125 Notes to the Consolidated
Financial Statements
and Significant Accounting Policies ... 127
1. Corporate information 2. Significant accounting policies 3. Critical accounting estimates
and judgements 4. Exchange rates 5. Operating profit after tax 6. Total weighted premium income
and annualised new premiums 7. Segment information 8. Revenue
9. Expenses 10. Income tax 11. Earnings per share 12. Dividends 13. Intangible assets
14. Investments in associates and joint venture 15. Property, plant and equipment
16. Investment property
17. Fair value of investment property and property held for own use 18. Reinsurance assets
19. Deferred acquisition and origination costs 20. Financial investments
21. Derivative financial instruments 22. Fair value measurement 23. Other assets
24. Impairment of financial assets 25. Cash and cash equivalents 26. Insurance contract liabilities 27. Investment contract liabilities 28. Effect of changes in assumptions
and estimates 29. Borrowings
30. Obligations under securities lending and repurchase agreements 31. Offsetting of financial assets
and financial liabilities 32. Provisions
33. Other liabilities
34. Share capital and reserves 35. Non-controlling interests 36. Group capital structure 37. Risk management 38. Employee benefits 39. Share-based compensation 40. Remuneration of directors
and key management personnel 41. Related party transactions 42. Commitments and contingencies 43. Subsidiaries
44. Change in group composition 45. Events after the reporting period 46. Statement of financial position
of the Company
47. Statement of changes in equity of the Company
48. Effect of adoption of revised accounting policies 49. Operating profit based upon
long-term investment returns
Supplementary Embedded
FINANCIAL STATEMENTS