In consultation with the NRC, the Board has prescribed that Independent Directors who do not have a full-time executive employment should not have more than six listed company board representations; while for Independent Directors having a full-time executive employment, the number is two (2) more companies other than the one he is serving. For Executive Director of the Manager of EC World REIT, the number shall be not more than two (2) companies outside the Group and in non-executive role. Board Performance Principle 5: Formal annual assessment of the effectiveness of the Board as a whole and that of each of its Board Committees and individual directors Assessing the effectiveness of the Board, Board Committees and Individual Directors (Provisions 5.1 and 5.2) The Board has put in place a formal system of evaluating Board performance and assessing the effectiveness of the Board, the Board Committees and the individual Directors through the use of performance evaluation forms. The evaluation of Board’s performance as a whole deal with matters on Board composition, information, process, attendance at Board meetings, accountability, risk management and internal controls and standards of conduct. The Board Committees’ evaluation deals with the efficiency and effectiveness of each Board Committee in assisting the Board. The criteria for the evaluation of individual Directors include, amongst others, the Directors’ attendance and participation at Board and Board Committee meetings, understanding of business plans and strategies, and ability to articulate thoughts and opinions in a clear and concise manner. Each Director is required to objectively assess his personal performance and the performance of the Board as a whole and its Board Committees. For FY2024, the Directors had completed the evaluation forms and returned them to the Company Secretary for compilation of the summary of the results of the evaluation. The summary was circulated to the NRC for its review. The performance evaluation of the Board, Board Committees and individual Director in respect of FY2024 was carried out and reviewed by the NRC. Following the review of the performance evaluation results, the Board with the concurrence of the NRC was of the view that each and every Director had demonstrated commitment and had contributed to the effective functioning of the Board and the Board Committees. No external facilitator was used in the evaluation process. (B) REMUNERATION MATTERS Procedures For Developing Remuneration Policies Principle 6: Procedures for Developing Remuneration Policies ECW is externally managed by the Manager and accordingly has no personnel of its own. Remuneration of all Directors and employees of the Manager are paid by the Manager and not by ECW. The Manager adopts the principle that remuneration for the Board and Management should be assessed holistically. The remuneration structure supports the continuous development of the management team to ensure robust talent management and succession planning. The Manager adopts the principle that remuneration matters should be appropriately structured to attract, retain and motivate qualified talent to provide good stewardship of ECW and KMP to successfully manage ECW for the long term. Role and responsibilities of the Remuneration Committee (Provision 6.1) In the case for the Manager, the NRC takes up the role and responsibilities of a remuneration committee. The NRC has written terms of reference setting out its scope and authority in performing the functions of a remuneration committee, which include advising the Board in matters relating to: • the framework of remuneration for the Board and KMP of the Manager; • the specific remuneration packages for each Director and for KMP of the Manager covering all aspects of remuneration including but not limited to Directors’ fees, salaries, allowances, bonuses, options, unit-based incentives, awards and benefits in kinds; and • the development of a remuneration policy with regard to the objective of attracting, rewarding and retaining performing staff. EC WORLD REIT 50 CORPORATE GOVERNANCE
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