ESR AR 2019 EN

Remuneration Committee The Remuneration Committee of the Company was established by a Board resolution passed on 20 May 2019. The terms of reference are published on the websites of the Company and the Stock Exchange. The major functions and duties of the Remuneration Committee include: (a) making recommendations to the Board on the Company’s policy and structure for all Directors and senior management remuneration and on the establishment of a formal and transparent procedure for development remuneration policy; (b) reviewing and approving of the management’s remuneration proposals with reference to the Board’s corporate goals and objectives; and (c) making recommendations to the Board on the remuneration packages of individual Executive Directors and senior management. The Remuneration Committee comprises three Directors, including one Non-executive Director, namely Mr Jeffrey David Perlman, and two Independent Non-executive Directors, namely Mr Brett Harold Krause (Chairman of the Remuneration Committee) and Mr Simon James McDonald. The Remuneration Committee held a meeting attended by all members of the Remuneration Committee in March 2020 for the determination of the policy for the remuneration of Executive Directors, assessment of the performance of Executive Directors and approval of the terms of Executive Directors’ service contracts. 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 The remuneration payable to members of senior management by band for the year ended 31 December 2019 is set out below: Remuneration band (USD) Number of Individual Below US$2,000,000 1 US$2,000,001 to US$4,000,000 1 US$4,000,001 to US$5,000,000 2 Particulars of remunerations of executive directors are set out in note 8 to the Consolidated Financial Statements. Nomination Committee The Nomination Committee of the Company was established by a Board resolution passed on 20 May 2019. The terms of reference are published on the websites of the Company and the Stock Exchange. The key functions and duties of the Nomination Committee include: (a) reviewing the structure, size, composition and diversity of the Board at least once annually and making recommendations on any proposed changes to the Board to complement the Company’s corporate strategies; (b) developing the criteria for identifying and assessing the qualifications of and evaluating candidates for directorship; (c) ensuring the diversity of the Board members; (d) assessment of the independence of Independent Non-executive Directors; and (e) making recommendations to the Board on matters relating to the appointment, re-appointment and removal of Directors and succession planning for Directors. The Nomination Committee comprises three Independent Non-executive Directors, namely Mr Brett Harold Krause, The Right Honourable Sir Hugo George William Swire, KCMG (Chairman of the Nomination Committee) and Ms Jingsheng Liu. The Nomination Committee held a meeting attended by all members of the Nomination Committee in March 2020 for, the review of the nomination policy, procedures, process and criteria adopted by the Nomination Committee to select and recommend candidates for directorship. 63 ESR Annual Report 2019 CORPORATE GOVERNANCE REPORT