|Directors’ remuneration which rewards individuals for performance while contributing to the long-term success of the Group is essential in promoting business stability and growth.
The main objective of this policy is to serve as a guide to determine the level and composition of remuneration of Directors and Senior Management which take into account –
|SCOPE OF COVERAGE
This policy applies to the Directors of the Company (includes Executive Directors and Non-Executive Directors) and Senior Management of the Group, as a whole.
“Executive Director” refers to a Directors who assumes management responsibilities in the Company.
“Non-Executive Director” refer to a Director who does not fall under the definition of Executive Director.
“Senior Management” refers to key senior management as disclosed in the annual report of the Company.
|REMUNERATION FOR NON-EXECUTIVE DIRECTORS
|Basis of remuneration
|Non-Executive Directors’ remuneration shall take into consideration fee levels and trends for similar positions in the market in comparable organisations, whether in size, industry and/or complexity, their performance as indicated by the annual evaluations carried out by the Board and Nominating Committee as well as the Group’s overall performance.
The proposed remuneration of the Non-Executive Directors is to be made up as follows:
The remuneration of Non-Executive Directors shall be by a fixed sum and not by a commission on or percentage of profits or turnover.
The fees and benefits payable to the Non-Executive Directors shall be put for approval of the shareholders at a general meeting on an annual basis.
Non-Executive Directors may be remunerated with share options granted under the ESOS referred to in 4.2(v) of this policy, subject to the terms and conditions set out in the By-Laws of the ESOS.
|REMUNERATION FOR EXECUTIVE DIRECTORS AND SENIOR MANAGEMENT
|Basis of remuneration
|Executive remuneration is emphasised on performance, linking total compensation directly to the achievement of organisational and individual performance goals, and gives consideration to the equitability, retention and market competitiveness and its remuneration practices.
|Compensation mix and components
|Remuneration packages for Executive Directors and Senior Management comprise a balance of fixed and performance-linked variable elements as indicated below:
|Each Director shall abstain from deliberations and voting on decisions in respect of his/her individual remuneration. No senior manager shall be involved in any decisions as to his/her own remuneration outcome.
|In determining the total remuneration package of each Executive Director and Senior Manager, the Remuneration Committee may consult with the Executive Chairman and/or Managing Director, as appropriate and empowered to make such quantitative and qualitative or strategic measures of performance as deemed fit, and exercise independent judgement and discretion in reaching its recommendations.
|The Remuneration Committee should ensure that remuneration and incentives for Independent Directors do not conflict with their obligation to bring objectivity and independent judgement on matters discussed at Board meetings.
|REVIEW OF THIS POLICY
The Remuneration Committee shall review and assess the effectiveness and continued relevance of this Policy periodically. Any revisions to the Policy as recommended by the Remuneration Committee will be submitted to the Board for consideration and approval.
This policy, which was reviewed by the Remuneration Committee, was adopted by the Board on 30 September 2020