CORPORATE GOVERNANCE Remuneration of KMP (not being a Director or CEO) (Provisions 8.1(b) and 8.3) As described in ‘Primary Functions of the Board’ under Principle 1 above, members of the ExCo who are also identified as the Company’s KMP are the Group CEO (also a Director), the Group GM, the Group COO and the Group CFO. The aggregate remuneration paid to the KMP of the Company in respect of FY 2024, excluding the Directors and the Group CEO (whose remuneration have been disclosed in the Directors’ and Group CEO’s remuneration table above), is $5,332,298.13, of which the amount included directors’ fees paid or payable by subsidiaries of the Group. The remuneration of the KMP (who are not Directors or the Group CEO) for FY 2024 is set out below in remuneration bands of $250,000: Remuneration Bands Number of KMP Fixed Salary* STI* LTI** Board/ Committee Fees Other benefits % % % % % $2,000,001 to $2,250,000 1 29.5 39.5 26.7 3.3 1.0 $1,750,001 to $2,000,000 1 30.4 39.6 27.8 0.1 2.1 $1,250,001 to $1,500,000 1 38.5 41.8 17.3 – 2.4 * The fixed salary (inclusive of AWS) and STI, in the form of annual variable bonus, are inclusive of employer’s central provident fund contributions. ** The final payment of the LTI to be vested is contingent on the achievement of pre-determined stretched targets over a three-year performance period, which can range from 0% to 200% of the award commensurate with the level of performance delivered against the stretch targets. The Board, on the recommendation of the NRC, has considered Provision 8.1 of the CG Code in the context of the Group and after careful consideration, believes that the disclosures provided above are sufficiently transparent in giving an understanding of the remuneration of the KMP (who are not Directors or the Group CEO), the procedure for determining remuneration and the linkages between remuneration, performance and value creation. Remuneration of Directors’ Immediate Family Members for FY 2024 (Provision 8.2) There are no other employees of the Company who are substantial shareholders of the Company or immediate family members of a Director or of the Group CEO, and whose remuneration exceeded $100,000 during the year. Share Option Schemes (Provision 8.3) Whilst the Company currently does not have a share option scheme or an LTI in the form of a share awards plan, it is open to establishing such a scheme or plan to further promote alignment towards long-term objectives. ACCOUNTABILITY AND AUDIT Principle 9: Risk Management and Internal Controls The Company maintains an adequate and effective system of internal controls (including financial, operational, compliance and IT controls) and risk management systems to safeguard stakeholders’ interests and the Group’s assets. The Board has overall responsibility for the governance of risk, including determining the risk strategy, risk appetite and risk limits, as well as the risk policies. Oversight of Risk Management (Provision 9.1) The ARC assists the Board in carrying out the Board’s responsibility of overseeing the Group’s Enterprise Risk Management (“ERM”) framework and policies for the Group and ensuring that Management maintains a sound system of internal controls and risk management. The Management Risk Committee (“MRC”) comprising Senior Management and key executives, meets with the ExCo to discuss material risks and the adequacy and effectiveness of mitigations on a regular, at least quarterly basis. The meeting is facilitated by the ERM function. Maintenance of the number of material enterprise risks within Management’s control or influence was also included in the ExCo’s KPI. The ARC receives regular reports on the risk management activities of the Company and updates on the ERM framework. Key risks including Tier 1 risks are reviewed regularly or at least quarterly and refreshed to ensure that relevant emerging risks are being considered and included for proper assessment, monitoring and reporting as appropriate. Based on the reports of the MRC, the ARC is satisfied that significant risks identified are assessed, managed and monitored adequately within the Group’s ERM Framework. The ERM Framework includes a periodic review of the risk appetite statements and risk appetite and tolerance limits for these key risks, which statements and limits are considered and endorsed by the ARC and the Board. Having regard to the risks which the Group is exposed, the likelihood of such risks occurring and the risk tolerance accepted by the Group, a system of internal controls has been designed and put in place by the Management to CORPORATE GOVERNANCE REPORT CITY DEVELOPMENTS LIMITED 20
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