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 of the 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. At the date of this annual report, the Remuneration Committee currently 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. During the Year, the Remuneration Committee held three meetings in March, June and December 2021 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 Committee also reviewed and proposed the adoption of a Long Term Incentive Plan (“Long Term Incentive Scheme”) to grant sharebased awards as part of the company’s remuneration framework. The Long Term Incentive Scheme was approved by shareholders on 2 June 2021. 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 taking into consideration the remuneration levels sufficient to attract and retain directors and management with the appropriate experience and expertise to manage the Company. 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 2021 is set out below: For the year ended 31 December 2021 Number of Individuals 2020 Number of Individuals Remuneration band (USD) Below US$2,000,000 1 1 US$2,000,001 to US$4,000,000 2 1 US$4,000,001 to US$6,000,000 – 2 Particulars of remunerations of executive directors are set out in note 9 to the Consolidated Financial Statements. CORPORATE GOVERNANCE REPORT R E A C H I N G N E W H E I G H T S 68 CORPORATE GOVERNANCE
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