SINCERE chairman Walter Ma yesterday said the company would study the way its directors were rewarded, following criticism of the $66.68 million special bonus they received for the year to February 28. Including the bonus, plus salaries and fees, the company's directors were paid $114.75 million for the year, 10 per cent of the company's profit attributable to shareholders, and 2.5 times the net profit of $46.6 million. Following press coverage of the affair, Sincere directors last week decided to repay the $66.68 million. They also started legal proceedings over some of the reports. Ma Ma told a press conference: ''We are studying how to safeguard the company's reputation and to avoid criticism.'' Mr Ma said the money had not been returned because the directors had a guilty conscience. ''The directors consider, in view of the publicity, that we have to protect the company's reputation, as well as the individual directors'. We decided to return it,'' he said. ''However, the payment that we received is in compliance with articles of association of the company, in compliance with Hong Kong Companies Ordinance and in compliance with Stock Exchange rules. We have not done one single thing wrong.'' Mr Ma said that during the annual general meeting [AGM], not one shareholder had objected to the size of the bonus. ''The amount was passed at the AGM. But if the press keep writing about it every day, people will know only one side of the story, and they might think that we were stealing from the company. ''. . . Money can be made, but a reputation you have to earn. Although we would like to keep the money, nevertheless we have put it back. ''I always told my staff, don't pocket anything illegal. If you have done a good job, claim it and charge it. Everybody in this company knows this policy, so why would we be so stupid?'' He said the returned money would be re-invested. ''I hope one day the shareholders will appreciate our work and give it back to us.'' The special bonus had been given because the independent directors thought the directors had done a good job for the company. Mr Ma said the special bonus had been received for directors' efforts in selling the Sincere headquarters in Central, and the establishment of a new headquarters in Causeway Bay. The special bonus had also recognised the directors' ''remarkable'' achievements in setting up a department store in Shanghai in six months. On the independence of the non-executive directors, Mr Ma said: ''We have three independent directors. Unfortunately they are all surnamed Ma. So what you are going to do? It happens that way, I can't change that. But they are educated and independent.''