Creative 2013 Annual Report Download - page 14

14
CREATIVE TECHNOLOGY LTD AND ITS SUBSIDIARIES
DIRECTORS’ REPORT
For the nancial year ended 30 June 2013
6. PERFORMANCE SHARES
The Creative Performance Share Plan (the “Plan”) was approved by shareholders at an Extraordinary General Meeting on 29
October 2009 under which awards (the “Award”) of fully-paid shares, their equivalent cash value or combinations thereof,
will be issued free of charge, to eligible employees and non-executive directors of the Company and its subsidiaries, provided
that certain prescribed performance targets are met and/or upon expiry of the prescribed vesting periods.
The aggregate number of shares for which an Award may be granted on any date under the Plan, when added to the number
of shares issued and/or issuable in respect of all Awards granted under the Plan and all shares, options or awards granted
under any other share option or share scheme of the Company then in force, shall not exceed 15% of the total issued shares
of the Company (excluding treasury shares) on the day preceding that date. Outstanding options under the 1999 Scheme
are excluded from the computation of the 15% limit for the Plan. The Plan shall continue in force at the discretion of the
Committee, subject to a maximum period of 10 years commencing on 29 October 2009.
On 31 March 2010, 2,793,600 performance shares were granted to non-executive directors and employees under the Plan. Of
the total performance shares granted, 716,950 shares were vested immediately on the date of grant. The remaining performance
shares will be released over 4 annual performance periods subject to the completion of service and the achievement of
prescribed performance targets in each of the performance periods.
There were no awards granted under the Plan during the nancial years ended 30 June 2013 and 2012.
Details of the Directors’ performance share awards are set out as follows:
Aggregate Aggregate Aggregate
Granted in granted since released since lapsed since Aggregate
     
year ended of Plan to of Plan to of Plan to as at
Name of director 30.6.2013 30.6.2013 30.6.2013 30.6.2013 30.6.2013
Lee Kheng Nam – 60,000 37,500 7,500 15,000
Ng Kai Wa – 60,000 37,500 7,500 15,000
Lee Gwong-Yih – 60,000 15,000 7,500 37,500
No participant was granted 5% or more of the total awards available under the Plan.
No performance shares were awarded to controlling shareholders of the Company or their associates.
7. AUDIT COMMITTEE
The members of the Audit Committee at the end of the nancial year were as follows:
Lee Kheng Nam (Chairman)
Ng Kai Wa
Lee Gwong-Yih
All members of the Audit Committee were non-executive directors. In performing its functions, the Committee reviewed the
audit plan and the overall scope of work of the Company’s independent auditor. It met with the auditor to discuss the results
of its examination and its evaluation of the system of internal accounting control of the Company and its subsidiaries. The
Committee also reviewed interested person transactions, the effectiveness of the internal audit function and the assistance
given by the Company’s ofcers to the auditor.
The Committee reviewed the balance sheet of the Company and the consolidated nancial statements of the Group as well as
the independent auditor’s report thereon and recommended to the Board of Directors the nomination of PricewaterhouseCoopers
LLP as independent auditor of the Company at the forthcoming Annual General Meeting.