Under the Code, the compensation system shall take into account the risk policies of the Group, be symmetric with risk outcomes and be sensitive to the time horizon of risks. Having considered this, the ERCC has incorporated the following risk adjustments in the remuneration structure: a. Setting a prudent funding mechanism of annual bonus; b. Subjecting and deferring the vesting of 2020 Share Plans to pre-determined performance conditions and potential forfeiture under malus and clawback rights; c. Requiring the executive Director and key management personnel to hold a minimum number of shares under the share ownership guidelines; and d. Applying discretion, whenever necessary, to ensure that remuneration outcomes align with the long-term interests and performance of the Group and discourage excessive risktaking. The ERCC undertakes periodic reviews of the compensation system to identify potential compensation-related risks and consider policies and processes to manage risk exposures identified. The ERCC is of the view that the level and structure of remuneration align with the long-term interests and risk management policies of the Group. During FY2022, there were no termination, retirement and post-employment benefits granted to Directors, Group President & CEO and Key Management Executives other than in accordance with the standard contractual agreement. There were no employees who were immediate family members of a Director or the Group President & CEO and whose remuneration exceeded S$100,000 during the FY2022. Non-Executive Director Remuneration Non-executive Directors (NEDs) have remuneration packages consisting of Directors’ fees and attendance fees, which are approved in arrears by shareholders for services rendered in the previous year. The Directors’ Remuneration Framework comprises a basic retainer, attendance and additional fees for serving on Board Committees. For services rendered in FY2022, eligible NEDs will receive 70% of the total Directors’ fees in cash and 30% of the total Directors’ fees in the form of restricted shares which are governed by the terms of RSP2020, subject to shareholders’ approval at its AGM in April 2023. As the restricted shares are granted in lieu of Directors’ remuneration in cash, the shares will be granted outright as fully paid shares with no performance conditions attached and no vesting periods imposed. To encourage the alignment of interests of the NEDs with the interests of shareholders, the share grant has a moratorium on selling. Each eligible NED is required to hold shares in the Group worth the lower of: (a) the total number of shares in the Group granted to such NED as payment of the shares’ component of the NEDs’ fees; or (b) the number of shares of equivalent value to the prevailing annual basic retainer fee for a Director of the Group. An NED can sell all his/her shares in the Group a year after the end of his/her Board tenure. The Directors’ fees for each financial year are currently paid in arrears after approval by the shareholders in the forthcoming AGM. From financial year 2023 onwards, approvals of the shareholders will be sought in the AGM of the same year for the payment of Directors’ fees on a half-yearly basis in arrears. The amount of Directors' fees is computed based on the anticipated number of Board or Board Commitee meetings, assuming attendance by all Directors at such meetings, and in accordance with the Directors' fee structure. The amount of Directors' remuneration also caters for additional fees (if any), which may be payable due to additional Board or Board Committee meetings (including ad-hoc meetings) or the appointment of additional Board or Board Committee members. If for unforeseen reasons, payments are required to be made to the Directors in excess of the amount proposed, the Company will seek approval from shareholders at the subsequent AGM before any such payments are made. This change to the payment schedule better aligns with the period that the NEDs render their services. CORPORATE OVERVIEW PERFORMANCE REVIEW SUSTAINABILITY FINANCIAL REPORT 93
RkJQdWJsaXNoZXIy NjMyNDM=