Remuneration Framework (Provision 6.3) The RC reviews all matters concerning the remuneration of the Directors and KMP to ensure that their remuneration commensurate with their contributions, responsibilities and market benchmarks. The remuneration framework covers all aspects of remuneration including fees for IDs and NEDs, salaries, allowances, performance bonuses, benefits in kind, termination terms and payments and incentives for KMP. The NRC considers all such aspects of remuneration to ensure they are fair and avoid rewarding poor performance. There are no termination, retirement or post-employment benefits that are granted over and above what have been disclosed in this annual report. There are no contractual provisions to allow the Manager to reclaim incentive components of remuneration from the Executive Director and KMP in exceptional circumstances of misstatement of financial results, or of misconduct resulting in financial loss to the Manager and ECW as performance-related remuneration (link rewards to corporate and individual performance) had been adopted to align with the interests of Unitholders and other stakeholders of ECW and promotes the long-term success of ECW. The NRC will review the need for long term incentive plan when appropriate. Access to expert professional advice (Provision 6.4) The NRC had reviewed and determined the remuneration packages of Directors and KMP of the Manager, to ensure that they are adequately but not excessively remunerated. The NRC seeks expert advice on remuneration and governance matters from external consultants, where necessary. The Board will ensure that existing relationships between ECW and its appointed remuneration consultants, if any, will not affect the independence and objectivity of the external remuneration consultants. For FY2024, the NRC did not recommend the engagement of any remuneration consultant. Level and Mix of Remuneration Principle 7: Level and structure of the remuneration of the Board and key management personnel Remuneration of IDs/Non-Executive Directors (Provisions 7.2) IDs’ and NEDs’ fees are established and reviewed annually based on each Director’s level of responsibilities on the Board and its Board Committees. The NRC reviews and makes recommendations to the Board the remuneration framework for the IDs and NEDs. Their fees are based on a structured fees framework reflecting the responsibilities and time commitment of each ID and NED. It comprises a base fee and additional fee for holding appointment as Board Chairman, Chairman or member of Board Committees. The Chairman of the Board and of each Board Committee are paid a higher fee compared with members of the Board and of such Board Committee in view of the greater responsibility carried by that office. The Directors’ fees are paid entirely in cash. The CEO who is also a Director is remunerated as part of the KMP of the Manager and therefore, he does not receive any Director’s fee. No member of the Board will be involved in any decision of the Board relating to his own remuneration. Remuneration of Executive Directors and Key Management Personnel (Provisions 7.1 and 7.3) The NRC reviews the level, structure and mix of remuneration and benefits of the Executive Director and KMP of the Manager, to ensure that they are appropriate. In establishing the remuneration structure of the Executive Director and KMP of the Manager, the NRC exercises broad discretion and independent judgement in ensuring that an appropriate proportion of the Executive Director’s and KMP’s remuneration is structured so as to link rewards to corporate and individual performance. Performance-related remuneration is aligned with the interests of Unitholders and other stakeholders of ECW and promotes the long-term success of ECW. The Board will, with the recommendation of the NRC, review the Executive Director’s specific remuneration package to ensure its compliance with the substance and spirit of such directions and guidelines. The total remuneration mix of the CEO/Executive Director and KMP of the Manager comprises fixed and variable components. The fixed component comprises the base salary, annual wage supplement, fixed allowances and compulsory employer contribution to an employee’s central provident fund. The variable component is performance related, which will be paid in cash or in the units of ECW (which were received by the Manager as payment for its own fees). ANNUAL REPORT 2024 51 CORPORATE GOVERNANCE
RkJQdWJsaXNoZXIy NTkwNzg=