REMUNERATION POLICY

1. PURPOSE

This Remuneration Policies and Procedures set out pertinent remuneration principles and guidelines for the Board of Directors (comprising Executive Directors and Non-Executive Directors) (“Board”) of the Company and Senior Management (defined as personnel in the position of Chief Executive Officer and above) of the Company and its subsidiaries (“Group”).

The Remuneration Policies and Procedures are designed to:

• create a remuneration structure that is competitive so as to attract, reward, motivate and retain Directors and Senior Management who lead the Group towards realising its business strategies and long-term objectives;
• provide transparency, clarity and an independent process on compensating Executive Directors and Senior Management, taking into account their experience, knowledge, extent of responsibility and individual performance, including the performance of the Group and prevailing market and industry statistics; and
• provide a structured basis in determining the remuneration of Non-Executive Directors, which is commensurate with the responsibilities of the Non-Executive Directors, for example their involvement and contribution both in the Board and Board Committees, including attendance at meetings.

The Remuneration Policies and Procedures are structured based on the following key principles:

• the remuneration shall be set at levels that are competitive with the relevant market and industry with the aim of attracting and retaining talents as part of the Group’s succession plan;
• the performance measures and targets shall be aligned with shareholders’ interest in mind;
• provide an appropriate level of transparency to ensure the policy for the remuneration of Directors and Senior Management is understood by investors;
• the Company’s performance in managing material sustainability risks and opportunities;
• the remuneration and incentives for independent directors should not conflict with their obligation in bringing objectivity and independent judgment on matters discussed; and
• ensure a level of fairness and consistency in remuneration.

2. PROCEDURE

The Nomination and Remuneration Committee (“NRC”) is responsible for recommending to the Board the policy framework on terms of employment and on all elements of the Directors’ remuneration and remuneration package for the Executive Directors and key senior management.

The NRC is authorised to review and recommend the annual bonus and salary increment of the Executive Directors and senior management of the Company.

Directors’ Remuneration is decided by the Board with the Director concerned abstaining from deliberations and voting accordingly.

The NRC shall, from time to time, consider the need to enhance one or more aspects of the remuneration packages in tandem with development in the market place. Accordingly, the NRC may seek professional advice from outside sources for the purpose of formulating an attractive and competitive compensation and benefits package to attract, retain and motivate talents. It’s nevertheless, the ultimate responsibility of the Board to approve the remuneration of the Directors.

3. THE NRC SHALL:

• Ensure that Director, whether executive or non-executive, should abstain from discussion and from participating in decision of their remuneration packages.
• Recommend and advise the Board the remuneration and terms of conditions (and where appropriate, severance payments) of Executive Directors.
• Recommend to the Board level, composition and periodic review of Directors’ Remuneration.
• Seek comparative information on remuneration and conditions of service in comparable organisations and market practice.
• When considering severance payments, the NRC should bear in mind that it must represent the public interest and avoid any inappropriate use of public funds. Care should be taken to avoid determining a severance package that the public might deem to be excessive.