THE directors of Sincere Company have been asked by the Stock Exchange of Hong Kong to explain the size of their remuneration for the last fiscal year. ''It is very appropriate and timely for us to look at this whole area,'' said head of the listing department, Herbert Hui Ho-ming. News that Sincere's directors paid themselves $115 million for the fiscal year 1992/1993 on a company net profit of $46.66 million, caused a furore last week. The company enjoyed an attributable profit of $1.12 billion the previous year, thanks, in part, to the sale of the Sincere Building in Sheung Wan. Mr Hui said there were two issues which needed to be explored. He said: ''The first was dealt with by the working group on financial disclosure which submitted its report last week, and we have recently set up the working group on corporate governance which will deal with the possible control of remunerations. ''However the work of the new group is in its early stages. There is nothing imminent.'' The issue of directors remuneration has come under scrutiny from other groups, including the Securities and Futures Commission (SFC) and the Hong Kong Society of Accountants (HKSA). The managing director of UBS Securities (Hong Kong), John Mulcahy, said shareholders have given directors a mandate to run the company, but substantial directors payments need to be brought up at the next shareholders' meeting. ''The control of payments to directors is a very contentious issue, not just in Hong Kong but around the world. It has been the subject of a particularly heated debate in Britain. When the recession hit corporate profits, directors were seen as paying themselves increasing amounts,'' he said. Mr Mulcahy said minority shareholders should question whether or not the directors' remuneration should be larger than the dividend. ''In a case like Sincere, the remunerations need to be itemised and justified. But I am not in favour of turning to the statute books at every juncture. The question of disclosure is what is important, and then it is the shareholders responsibility to call the directors to account.'' Most of the directors of Sincere are members of the controlling shareholders, the Ma family. It is not the first time that criticism has been aimed at Sincere's directors for paying themselves too much. In 1990, then chairman Walter Ma defended paying $18.53 million dollars to eight executive directors and one director. According to international management consultants and actuaries, Towers Perrin, the total package a chief executive of a top Hong Kong company could earn was between $4 million and $6.5 million. For a company of similar size in Britain, a chief executive can expect about $3.5 million, while his counterpart in the United States earns about $8 million. Both salaries would include long-and short-term incentives. The director of human resources consultancy at Towers Perrin in Hong Kong, Richard Phelps, said: ''If the company has had an excellent year, the senior managers should enjoy part of the profits with their remuneration.'' One analyst said anybody who invested in Sincere knew it was a family-run affair, and that the family was likely to want their cut of the sale of the Sincere building. A spokeswoman for Sincere said all the directors were ''out of town on a trip and not available for comment''.