Page 126 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

Remuneration of Directors and Executives

1. The Board has in place the Remuneration Policy and framework for the Company’s directors and
executives.

2. The compensation framework for directors reflect their duties, responsibilities, and contribution, and is
comparable to the industry standard and companies of a similar size in order to be sufficient to attract and
retain competent directors. In addition, remuneration is also provided when directors must assume
additional duties as sub-committee members.
3. The directors’ remuneration as defined in the Company’s articles of association comprises a monthly
retainer, meeting fee, per diem, and annual bonus. The Nomination and Compensation Committee will
determine the annual remuneration budget and propose it to the Board and the shareholders for approval.

4. Directors who are staff or hold an executive management position within the Company or its controlling
shareholders or representatives of major shareholders (who hold total company shares of more than 10%)
are not eligible for any remuneration (retainer, meeting allowance, and bonus) as members of the Board.

5. The executive compensation framework is based on the following key guiding principles:

 Ensure that the interests of executives and shareholders are aligned.
 Foster a performance-based culture.

 Be sufficient to attract, retain and motivate talented employees.

 Reflect business life cycles and strategic priorities.
6. The remuneration of executives comprises of salary, bonus, provident fund, and other benefits which are
linked to the performance of the Company and criteria for executives

7. The Nomination and Compensation Committee is responsible for annually reviewing the Remuneration
Policy and framework.

Independence of the Board of Directors from the Management

The Board of Directors plays an important role in corporate governance for the best interests of the Company and
its shareholders as a whole. Therefore, to achieve a balance in operational power, the Company has a policy on
segregation of duties between the Chairman of the Board, and the Chief Executive Officer, which must be a person
with appropriate knowledge, ability, experience, and qualifications, and they shall not be the same person, in order
to maintain a balance of power between direction and management functions.

1. The Chairman of the Board of Directors is an independent director and is a leader of directors. The
Chairman of the Board is responsible for monitoring and supervising management functions of the Board
and sub-committees in accordance with the approved business plan. The Chairman also acts as the
Chairman of the Board and at Shareholders’ meetings.
2. The Chief Executive Officer (CEO) is the head of the Company’s management team, responsible to the
Board for managing the Company in accordance with the strategic direction, and budget, and to achieve
the approved business plan, and report the business performances to the Board.

Part 2 page 3