The remuneration packages for the Executive Chairman, Group CEO and the other ExCo members comprise the following components: Total Remuneration Fixed Compensation: (i) Base salary (ii) Annual Wage Supplement (“AWS”), fixed allowances and benefits-in-kind This is benchmarked to market to ensure that the remuneration commensurate with the position and responsibilities of the Executive Chairman and the ExCo members. This is aligned with market practices and legislative requirements, and not linked directly to performance. Fixed allowances and benefits-in-kind are also linked to the position and responsibilities of the Executive Chairman and ExCo members. Variable Compensation: Variable compensation is linked to performance and comprises Short and LongTerm Incentives. In determining the variable compensation, the NRC considers the achievement of the Group, business units and individual performance based on key performance indicators (involving financial and non-financial indicators) which are determined annually. (i) Short-term incentive (“STI”) This is in the form of cash-based annual variable bonus. (ii) Long-term incentive (“LTI”) The LTI is applicable to the ExCo members and is in the form of cash awards. Further details of the LTI are provided in the following paragraph. The LTI in the form of cash awards, has a three-year performance period, and aligns Management with longterm shareholder value creation. LTI payments are not guaranteed and are subject to Management achieving the performance conditions based on Board-approved targets and strategy. LTI payment will be made at the end of the three-year assessment period if performance conditions are met. Being a cash-based award, the LTI is not dilutive to current shareholders. Claw-back provisions are included within the LTI which would give the right to the Company to reclaim incentive components from the ExCo members in exceptional circumstances such as misstatement of financial results or of misconduct resulting in financial loss to the Group. The total remuneration, including AWS, STI and LTI, is benchmarked to the market, to ensure that it is commensurate with the position and responsibilities of the Executive Chairman and the ExCo members. The RC also reviewed and approved the Company’s balanced scorecard for 2024 which included the performance targets set out in the GET (Growth, Enhancement and Transformation) strategy to be achieved by the Company based on its short and long-term objectives, and includes non-financial measures such as on risk management and environment, social and governance issues which are similarly cascaded down to the employees of various business units. The overall level of remuneration of the Executive Chairman, Group CEO and the other ExCo members is not considered to be at a level which is likely to promote behaviour contrary to the Group’s risk profile. The RC and the Board (excluding Executive Chairman and Group CEO, who have abstained from deliberating on their own remuneration) believe that the executive compensation framework is aligned with the short-term and long-term interests of the shareholders and stakeholders, and that it promotes the long-term success of the Company. When reviewing the structure and level of Directors’ fees, which comprise the base director fee and additional fees for services rendered on Committees and fee for the Lead ID, the RC took into consideration the Directors’ respective roles and responsibilities on the Board and Committees and the changes in the business, corporate governance practices and regulatory rules. The RC also compared the Company’s fee structure against industry practices annually. Other factors taken into consideration in the fee review include the frequency of Board and Committee meetings and the interval since the last fee revision. The RC was mindful that the remuneration for IDs should not be excessive so as to compromise or reasonably be perceived to compromise their independence. No Director is involved in deciding his/her own remuneration. CORPORATE GOVERNANCE REPORT 17
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