CORPORATE GOVERNANCE Each of the Directors receives a base Director’s fee. The Lead ID also receives an additional fee to reflect his expanded responsibility. Directors who serve on the various Committees also receive additional fees in respect of each Committee that they serve on, with the chairmen of the Committees receiving a higher fee in respect of their service as chairmen of the respective Committees. Attendance fee is payable for attendance in person or via teleconference or video conference at each meeting of the Board or Committee in consultation with the RC and the respective Committee chairman. At the 2024 AGM, shareholders had approved the payment of up to $2,000,000.00 as Directors’ fees and meeting attendance fees for FY 2024. The aggregate amount paid quarterly in arrears for FY 2024 was $1,700,239.13. Approval of the shareholders will be sought at the 2025 AGM for an aggregate sum of up to $2,000,000.00 as Directors’ fees and meeting attendance fees for FY 2025, for payment on quarterly basis in arrears. The quantum of the proposed Directors’ fees for FY 2025 is calculated based on the number of expected Board and Committee meetings and the number of Directors expected to hold office during the year. The Company currently does not discourage Directors from holding shares in the Company but notes that there is no requirement under the Company’s Constitution for Directors to hold shares in order to be qualified to act as a Director. Directors’ fee structure for FY 2024 and the proposed structure for FY 2025 Appointment FY 2024 Per Annum FY 2025 (Proposed) $ $ Board of Directors – Base fee 75,000 75,000 Audit & Risk Committee – ARC Chairman’s fee – ARC Member’s fee 105,000 80,000 105,000 80,000 Nominating and Remuneration Committee (with effect from 21 February 2025) – NRC Chairman’s fee – NRC Member’s fee – – 30,000 18,000 Nominating Committee (up to 20 February 2025) – NC Chairman’s fee – NC Member’s fee 30,000 18,000 30,000 18,000 Remuneration Committee (up to 20 February 2025) – RC Chairman’s fee – RC Member’s fee 30,000 18,000 30,000 18,000 Board Sustainability Committee – BSC Chairman’s fee – BSC Member’s fee 17,000 10,000 17,000 10,000 Lead Independent Director’s fee 15,000 15,000 Attendance fee Per meeting 4,000 Per meeting 4,000* * Payable in consultation with the NRC and the respective Committee chairmen CORPORATE GOVERNANCE REPORT CITY DEVELOPMENTS LIMITED 18
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