ESR Group Limited Interim Report 2024 Corporate Governance and Other Information 43 STAFF AND REMUNERATION The Group had 2,231 employees as at 30 June 2024. The Group provided competitive remuneration package to its employees and encouraged training programs to improve their knowledge and skills, and promoted cross-market and cross-cultural cooperation to nurture their sense of belonging to the Group. The remuneration packages are determined with reference to the experience, level of responsibilities, time commitment and contributions of each individual, the Company’s performance and the prevailing market conditions. Any discretionary bonus and other merit payments depend on the profit performance of the Group and individual performance of Directors, senior management and other employees. The remuneration levels are sufficient to attract and retain directors to run the Company successfully without paying more than necessary. The Group reviews its remuneration policy on a regular basis. During the period from 1 January 2024 to 30 June 2024, the remuneration of the Group (including salaries, retirement benefits, other welfares and post-employment benefits) to all employees including Directors amounted to US$135,812,000, representing a decrease of 2% compared to period from 1 January 2023 to 30 June 2023. We have share schemes in place to act as incentive to recognise the contributions made by the employees, executives, officers and directors of the Group, to retain them for the continuing operation and development of the Group and to attract suitable personnel for further development of the Group. For further details, please refer to the paragraph “KM ESOP, Tier 1 ESOP, Post-IPO Share Option Scheme and Long Term Incentive Scheme” under this section. INTERIM DIVIDEND The Board has decided not to recommend the payment of an interim dividend for the six months ended 30 June 2024. However, the Board will review the declaration of a final dividend at the Board meeting for the annual results of the Company for the financial year ending 31 December 2024. An interim dividend of HK$12.5 cents per share, representing a total payout of approximately HK$547 million was declared for the six months ended 30 June 2023. CORPORATE GOVERNANCE PRACTICES The Group is committed to achieving high corporate governance standards to safeguard the interests of its stakeholders. The Company has applied the principles in the Corporate Governance Code (“CG Code”) in Appendix C1 to the Listing Rules by conducting its business by reference to the principles of the CG Code and emphasising such principles in the Company’s governance framework. It is in the opinion of the Directors that the Company has complied with all the code provisions as set out in the Part 2 of the CG Code during the six months ended 30 June 2024. MODEL CODE FOR SECURITIES TRANSACTIONS The Company has adopted the Model Code contained in Appendix C3 to the Listing Rules as its own code of conduct regarding securities transactions of the Company by Directors. The Company has adopted a code of conduct regarding all Directors’, officers’ and employees’ securities transactions on terms no less exacting than the required standard set out in the Model Code. In response to specific enquiries made, all Directors confirmed that they have complied with the required standards set out in such code regarding their securities transactions throughout their tenure during the six months ended 30 June 2024. Please refer to the Company’s announcement dated 20 March 2024 with respect to the dealing of Shares of the Company by Mr. Charles Alexander Portes and Mr. Stuart Gibson under exceptional circumstances within the meaning of paragraph C.14 of Appendix C3 to the Listing Rules.
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