Remuneration Section STRENGTH IN UNITY 78 LONG-TERM INCENTIVES SCHEMES (“LTIS”) Details to the LTIS, including definition, purpose, term, expiry date, vesting periods, potential dilution impact and dilution limits are set out in paragraphs headed “KM ESOP, Tier 1 ESOP, Post-IPO Share Option Scheme and the Long Term Incentive Scheme” in the Directors’ Report. There are no new options granted since listing for both KM ESOP and Tier 1 ESOP Scheme. Highlights of the Post-IPO Share Option Scheme and Long Term Incentive Scheme are as follows: Elements Instrument type Post-IPO Share Option Scheme Purpose The purpose of the Scheme is to provide incentives to participants to contribute to the Company and to enable the Company to recruit high calibre employees and attract or retain human resources that are valuable to the Group. The Nonexecutive Directors and Independent Non-executive Directors did not receive any Post-IPO Share Options. Scheme duration: Valid and effective for a period of 10 years commencing on 12 October 2019. Maximum opportunity Percentage of Post-IPO Share Option Scheme of KMPs’ total remuneration package is up to 35%. Performance measure The Board or its delegate(s) may at their sole discretion specify, as part of the terms and conditions of any option, such performance conditions that must be satisfied before the option can be exercised. Vesting period 2 to 3 years Leaver provisions • The Scheme incorporates provisions for both good and bad leaver scenarios. • Refer to Malus and Clawback provisions. Elements Instrument type Long Term Incentive Scheme Purpose The purpose of the Long Term Incentive Scheme is to attract skilled and experienced personnel, to incentivise them to remain with the Group and to motivate them to strive for the future development and expansion of the Group by providing them with the opportunity to acquire equity interests in the Company. The Non-executive Directors and Independent Non-executive Directors did not receive any Long Term Incentive Scheme awards. Scheme duration Valid and effective for a period of 10 years commencing on the 2 June 2021. Participants may be granted the Performance Share Unit ("PSU") and/or Restricted Share Unit with performance-based and/or time-based vesting conditions. Maximum opportunity Percentage of Long Term Incentive Scheme of KMPs’ total remuneration package is up to 30%. Performance measure • Applicable to PSU where performance period is measured over 2 to 3 years • Compounded annual growth rate of AUM (“CAGR AUM”) • Cumulative earnings before interest, taxation, depreciation, and amortisation (“EBITDA”) • Absolute Total Shareholder Returns (“ATSR”) over the assessment period Vesting period • 3 to 5 years (for PSUs, vesting will be upon completion of performance period and contingent on achievement of performance targets) Leaver provisions • The Scheme incorporates provisions for both good and bad leaver scenarios. • Refer to Malus and Clawback provisions. The Board has delegated the administration of the Post-IPO Share Option Scheme and the Long Term Incentive Scheme to the Remuneration Committee of the Board, which comprises Non-executive Directors only, all of whom are not intended to be granted the share options and awards under the Post-IPO Share Option Scheme and the Long Term Incentive Scheme. The administration of the Post-IPO Share Option Scheme and the Long Term Incentive Scheme by the Remuneration Committee, with the support of independent remuneration consultants, ensures that proper governance measures are in place when reviewing and making decisions on proposed grants of the share options and awards. This would ensure the purposes of the Post-IPO Share Option Scheme and the Long Term Incentive Scheme as described above are achieved and the share options and awards granted are aligned with shareholders’ interests.
RkJQdWJsaXNoZXIy MTIwODcxMw==