ANNUAL REPORT 2025 | 47 The total remuneration for 2025, 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 NRC also reviewed and approved the Company’s balanced scorecard for 2025 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 NRC 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 NRC 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 NRC 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 NRC was mindful that the remuneration for IDs should not be excessive so as to compromise or reasonably be perceived to compromise their independence. The NRC had proposed, and the Board has approved that the BSC Chairman and members’ fees be increased to $20,000 (from $17,000) and $13,000 (from $10,000) respectively. No Director is involved in deciding his/her own remuneration. 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. 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 NRC and the respective Committee chairmen. At the 2025 AGM, shareholders had approved the payment of up to $2,000,000.00 as Directors’ fees and meeting attendance fees for FY 2025. The aggregate amount paid quarterly in arrears for FY 2025 was $1,742,634.60. Approval of the shareholders will be sought at the 2026 AGM for an aggregate sum of up to $2,000,000.00 as Directors’ fees and meeting attendance fees for FY 2026, for payment on a quarterly basis in arrears. The quantum of the proposed Directors’ fees for FY 2026 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 2025 and the proposed structure for FY 2026: Appointment FY 2025 Per Annum FY 2026 Per Annum (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 $30,000 $18,000 Nominating Committee (up to 20 February 2025) – NC Chairman’s fee – NC Member’s fee $30,000 $18,000 - - Remuneration Committee (up to 20 February 2025) – RC Chairman’s fee – RC Member’s fee $30,000 $18,000 - - Board Sustainability Committee – BSC Chairman’s fee – BSC Member’s fee $17,000 $10,000 $20,000(1) $13,000(1) Lead Independent Director’s fee $15,000 $15,000 Attendance fee Per meeting $4,000* Per meeting $4,000* (1) Fees payable to the BSC Chairman and BSC members were increased to $20,000 per annum and $17,000 per annum respectively. * Payable in consultation with the NRC and the respective Committee chairmen.
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