CORPORATE GOVERNANCE REMUNERATION MATTERS Principle 6: Procedures for Developing Remuneration Policies RC Composition and Role (Provisions 6.1, 6.2, 6.3 and 6.4) The function of the RC has been subsumed under the NRC as detailed above. All five members of the NRC, including the NRC chairman, are IDs. Members of the NRC and the RC are shown on page 2 above. Please refer to the key responsibilities of the NRC under paragraph titled ‘NC Composition and Role’ of this report. The NRC assumes amongst others, the roles of the RC. The key responsibilities of the RC, as set out in its written terms of reference approved by the Board, were to review and recommend for endorsement by the Board, a framework of remuneration for the Directors, including the specific remuneration packages of the Executive Chairman and the ExCo members. Further, in consultation with the NC and Management, the RC also considered the talent management framework so as to align with its review of the overall remuneration framework. The Company has in place a remuneration framework (which covers all aspects of remuneration) for the NEDs, Executive Chairman and the ExCo members. On an annual basis, the RC (currently, the NRC) reviews and recommends the fees payable to the Directors for the Board’s consideration before approval is sought from the shareholders at the AGM. The RC (currently, the NRC) also reviews and recommends annually specific remuneration packages for the Executive Chairman and the ExCo members, including the annual increments, short-term and long-term incentives, for approval by the Board. The RC (currently, the NRC) also considers the termination terms in the contracts of employment of the ExCo members to ensure that they are not unfair or unreasonable. In 2024, Aon Singapore, external remuneration consultants, provided total compensation benchmark data on the remuneration for the Executive Chairman and ExCo members in Singapore based on regional listed real estate companies of comparable size to the Company as well as the benchmark data for Singapore listed companies across all industries to help the RC in its consideration and proposal of the appropriate level of remuneration for the Executive Chairman and ExCo members to attract, retain and motivate for sustained performance and value creation. The Company has no relationship with the appointed remuneration consultants other than their engagement in providing such benchmark data, which could affect the said consultants’ independence. The Company Secretaries maintain records of all RC meetings including records of discussions on key deliberations and decisions taken. The RC held two meetings in 2024. For the financial year under review, the RC conducted a self-assessment of its own effectiveness in the discharge of its roles and responsibilities, which was facilitated with a self-assessment checklist (“RC Self-Assessment Checklist”). The RC Self-Assessment Checklist covered, inter alia, the responsibilities of the RC under its terms of reference and considered the contribution of RC members to the deliberation and decision-making process at RC meetings. Based on the self-assessment, the RC was of the view that it has fulfilled its responsibilities and discharged its duties as set out in its terms of reference. Principle 7: Level and Mix of Remuneration of Directors and KMP (Provisions 7.1, 7.2 and 7.3) The Company’s remuneration policy for Directors comprises the following distinct objectives: • to ensure that the procedure for determining remuneration for Directors is formal and transparent; • to ensure that the level of remuneration is sufficient (without being excessive) to attract and retain Directors to exercise oversight responsibility over the Company; and • to ensure that no Director is involved in deciding on his/her own remuneration. In reviewing the remuneration packages of the Executive Chairman, Group CEO and the other ExCo members for 2024, the RC, with the assistance of external remuneration consultants, considered the level of remuneration based on the Company’s remuneration policy which comprises the following distinct objectives: • to reward employees for achieving corporate and individual performance targets in a fair and equitable way; and • to ensure that the remuneration reflects employees’ duties and responsibilities. The Company advocates a performance-based remuneration system that is flexible and responsive to the market, and the performance of the Group’s business units and individual employees. In designing the compensation structure, the Company seeks to ensure that the level and mix of remuneration is competitive, relevant and appropriate in finding a balance between the current and long-term objectives of the Company. CORPORATE GOVERNANCE REPORT CITY DEVELOPMENTS LIMITED 16
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