CITY DEVELOPMENTS LIMITED ANNUAL REPORT 2022 CORPORATE GOVERNANCE 46 47 Principle 8: Disclosure of Remuneration Disclosure of Remuneration (Provisions 8.1(a) and 8.3) The compensation packages for employees including the EDs and the KMP, based on the Company’s Remuneration Framework, also take into account amongst other factors, the individual’s performance, the performance of the Group and industry practices. During the year, there were no termination, retirement or post-employment benefits granted to any Director or KMP. The remuneration of each Director and the Group CEO for FY 2022, including a breakdown in percentage terms of the components of the remuneration, is set out below: Remuneration of Key Management Personnel (KMP) (not being a Director or CEO) (Provisions 8.1(b) and 8.3) For FY 2022, the KMP (who are not Directors or the Group CEO) are Mr Chia Ngiang Hong (Group General Manager), Mr Kwek Eik Sheng (Group Chief Operating Officer), Mr Frank Khoo (Group Chief Investment Officer) and Ms Yiong Yim Ming (Group Chief Financial Officer). The aggregate remuneration paid to the KMP of the Company in respect of FY 2022, excluding the Directors and the Group CEO (whose remuneration have been disclosed in the Directors’ and Group CEO’s remuneration table above) but including the Group Chief Investment Officer who resigned during the year, is $6,292,569, which 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 2022 is set out below in remuneration bands of $250,000: CORPORATE GOVERNANCE Fixed Salary* STI* Board/Committee Fees** Other Benefits Total % % % % $ Executive Directors Kwek Leng Beng^ 19.4 77.1 1.8 1.7 7,783,617 Sherman Kwek Eik Tse^+ 25.5 70.0 3.0 1.5 3,866,739 Non-executive Directors Lee Jee Cheng Philip – – 100 – 287,000 Philip Yeo Liat Kok(1) – – 100 – 91,000 Ong Lian Jin Colin(2) – – 100 – 159,000 Daniel Marie Ghislain Desbaillets – – 100 – 139,000 Chong Yoon Chou(3) – – 100 – 235,000 Chan Swee Liang Carolina – – 100 – 233,000 Tang Ai Ai Mrs Wong Ai Ai(4) – – 100 – 135,000 Notes: * The fixed salary (inclusive of AWS) and STI, in the form of annual variable bonus, are inclusive of employer’s central provident fund contributions. ** These fees comprise Board and Committee fees as well as meeting attendance fees for FY 2022, which are subject to approval by shareholders as a lump sum at the 2023 AGM. ^ Remuneration of these Directors includes remuneration paid or payable by subsidiaries of the Company. (1) Mr Philip Yeo Liat Kok stepped down as the chairman of the NC and a member of the BSC on 1 January 2022. (2) Mr Ong Lian Jin Colin was appointed as the chairman of the NC on 1 January 2022. (3) Mr Chong Yoon Chou was appointed as a member of the BSC on 1 January 2022. (4) Mrs Wong Ai Ai was appointed as a Director, a member of NC and BSC on 1 January 2022. + A LTI award of $1.35 million is granted, in addition to the remuneration stated in the above table. The final payment to be vested will range from 0% to 200% of the award and is contingent on the achievement of the pre-determined targets over a three-year performance period, starting from 2022. Remuneration bands Number of KMP Fixed Salary* STI* LTI** Board/ Committee Fees Other Benefits % % % % % $2,250,001 to $2,500,000 1 26.3 49.5 23.8 0.1 0.3 $2,000,001 to $2,250,000 1 27.9 45.2 25.5 0.1 1.3 $1,250,001 to $1,500,000 1 35.1 48.0 15.8 - 1.1 $250,001 to $500,000 1 99.8 - - - 0.2 * 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 to be vested will range from 0% to 200% of the award and is contingent on the achievement of the pre-determined targets over a three-year performance period, starting from 2022. The Board, on the recommendation of the RC, has considered Provision 8.1 of the 2018 Code in the context of the Group and after careful consideration, it believes that the disclosures provided above are sufficiently transparent in giving an understanding of the remuneration of the KMP, the procedure for determining remuneration and the linkages between remuneration, performance and value creation. Remuneration of Directors’ Immediate Family Members for FY 2022 (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 exceeds $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 longterm 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 Company’s risk management framework and policies for the Group and ensuring that Management maintains a sound system of internal controls and risk management. The Company’s Enterprise Risk Management (“ERM”) Framework is implemented under the supervision of the Risk Management Committee (“RMC”), chaired by the Group CEO and comprises the Senior Management team, key functional leaders and heads of business divisions.
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