Appointment of Trustee The Company has appointed Computershare Hong Kong Trustees Limited as the trustee to assist with the administration of the Long Term Incentive Scheme. The role of the trustee is to, among other things, (i) purchase Shares as directed by the Company for the purpose of satisfying the Awards on vesting and (ii) hold the Shares in trust on behalf of the grantees until such time as the relevant Awards vest or lapse. Under the terms of the trust deed appointing the trustee, the trustee will not exercise the voting rights attached to the Shares held by it on trust and any dividend or other distributions received by the trustee on the Shares held by it on trust will form part of the trust fund. Save as disclosed above, no other share option schemes were entered into by the Company. STAFF AND REMUNERATION The Group had 2,235 employees as at 30 June 2022. 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 2022 to 30 June 2022, the remuneration of the Group (including salaries, retirement benefits, other welfares and post employment benefits) to all employees including Directors amounted to US$134,327,000, representing an increase of 132% compared to period from 1 January 2021 to 30 June 2021. We have share option 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 Please refer to the announcement of the Company dated 13 July 2022 for details of the dividend policy adopted by the Company with effect from 13 July 2022. The Board has resolved to declare an interim dividend of HK$12.5 cents per Share (approximately 1.6 US cents per Share) (2021: nil), representing a total payout of approximately HK$556 million (approximately US$70 million) (2021: nil). Shareholders whose names appear on the register of members of the Company on Thursday, 15 September 2022 will be entitled to the interim dividends which will be paid on Friday, 30 September 2022. CLOSURE OF REGISTER OF MEMBERS The register of members of the Company will be closed from Tuesday, 13 September 2022 to Thursday, 15 September 2022, (both days inclusive), during which period no transfer of shares will be effected. In order to qualify for an interim dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Share Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 9 September 2022. 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 14 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 2022. E S R G R O U P L I M I T E D I N T E R I M R E P O R T 2 0 2 2 37
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