CORPORATE GOVERNANCE REPORT The computation of NEDs’ remuneration is based on the following rates. From Private Sector ($) FY2022 Chairman Fee (all-in) 750,000 Board Basic Retainer Fee Deputy Chairman 150,000 Director 75,000 Additional/Committee Fees Audit Committee: - Chairman 52,000 - Member 29,000 ERCC, SFC, RD&T and RSC: - Chairman 35,000 - Member 18,000 Other Committees (including NC): - Chairman 29,000 - Member 14,000 Attendance Fees Per Board Meeting 5,000 Per Board Committee Meeting 2,500 The Chairman's fee is a fixed fee covering Board basic retainer, Board Committee and meeting attendance fees. The fee is paid in a combination of cash (70%) and shares (30% ). The shares granted, as part of the fee, are fully-paid with no performance conditions attached and no vesting period imposed. However, the shares will have to be held for at least two years from the date of grant, and the two-year moratorium will apply even in the event of retirement. A basic retainer fee for Deputy Chairman role was introduced in FY2022 following the appointment made in April 2022. Fees for Directors who hold public sector appointments follow the Directorship & Consultancy Appointments Council’s (DCAC) guidelines as set out below. Public Sector NED fees ($) FY2022 Chairman 45,000 Deputy Chairman/Chairman Executive Committee/ Chairman Audit Committee 33,750 Member Executive Committee/Member Audit Committee/Chairman of Other Board Committee(s) 22,500 Director 11,250 NEDs who hold public sector appointments will not be eligible for the shares component of the NEDs' remuneration. 100% of their remuneration in cash is payable to DCAC, where applicable. The NEDs’ remuneration payable, in respect of FY2022 is proposed to be $2,406,662 (FY2021: $2,025,1581). Details of the Directors’ remuneration are provided in the Summary Remuneration Table for Directors on page 95. The Company will be seeking shareholders’ approval for the NEDs’ remuneration of up to $2,500,000 for FY2023 at the upcoming AGM to be held in April 2023. 1 The Board volunteered to reduce Board fees by 10% from 1 May 2020 to 30 June 2021. 94 ST ENGINEERING ANNUAL REPORT 2022
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