OVERVIEW PERFORMANCE SUSTAINABILITY FINANCIALS APPENDIX Financial Reporting The Board is updated quarterly on the Group’s financial performance in respect of key operational activities. These reports provide explanations for material variances in financial performance in comparison with budgets and the actual performance of corresponding periods in the preceding year or quarter, as well as an updated full-year forecast. BOARD COMMITTEES To assist the Board in discharging its duties and responsibilities, the Board has delegated special authorities to the Board Committees, namely, the NRC, the Corporate Disclosure Committee (“CDC”) and the EC. The Board Committees have been constituted with clear written terms of reference approved by the Board, setting out their composition, authority, and duties, including reporting back to the Board, and may decide on matters within their respective terms of reference and applicable limits of authority. All terms of reference are reviewed and updated when necessary to ensure their continued relevance. Notwithstanding the delegation of authority to the Board Committees, the ultimate responsibility for decisionmaking and oversight rests with the Board as a whole. (i) The Nominating and Remuneration Committee: The NRC is established to ensure a formal and transparent process in developing remuneration policy and in determining the remuneration packages of KMP. The NRC also makes recommendations to the Board on matters relating to: 1. the review of succession plans for the Executive Chairman and CEO, and KMP; 2. the review of training and professional development programmes for the Board and Directors where relevant and necessary; and 3. the appointment of Directors (including alternate Directors, if any). The members of the NRC are: • Mr Kuok Khoon Hong (Chairman) • Mr Ron Sim • Mr Fang Fenglei (ii) The Corporate Disclosure Committee: The CDC is established to assist the Board in reviewing the adequacy of corporate disclosures to the investment community, bankers, employees, customers, and the general public. The CDC reviews and approves the release of material information to the public relating to the Group. These include but are not limited to the following: • information on major transactions or projects; • press releases on transactions or projects which are promotional in nature; and • annual reports and sustainability reports. The members of the CDC are: • Ms Teo La-Mei • Mr Pua Seck Guan (iii) The Executive Committee: The EC is established to assist the Board in approving key strategic decisions, ensuring that the Group achieves its desired performance objectives and enhances long-term shareholder value. The EC provides overall direction on the Group’s business plans and oversees the general management of the Group, and may: • review and recommend the Group’s corporate values, corporate strategy, corporate objectives and performance targets; • review and evaluate new business opportunities and recommend strategic business proposals, due consideration given for sustainability issues comprising material environment, social and governance factors, including climate change, to the Board for approval; • review, approve and recommend major transactions below S$30 million; • guide senior management on business, strategic and operational issues; and • perform such other duties as the Board may delegate from time to time. The members of the EC are: • Mr Kuok Khoon Hong (Chairman) • Mr Ron Sim • Mr Lim Sze Han • Mr Pua Seck Guan PROCEDURES FOR DEVELOPING REMUNERATION POLICIES The Nominating and Remuneration Committee The NRC’s responsibilities include: • review and recommend the remuneration framework for the Board and KMP; • consider, review and approve and/or vary (if necessary) the entire specific remuneration package and service contract terms for each KMP, having regard to the executive remuneration policy within the Group; • consider and approve termination payments, retirement payments, gratuities, ex-gratia payments, severance payments and other similar payments to KMP; • review the on-going appropriateness and relevance of executive remuneration policy and other benefit programmes; • review and approve the design of incentive plans and determine each year whether awards will be made under each of these plans; • review and approve guidelines pertaining to variable bonus, annual increment, and incentive plans annually; and • review and approve each award as well as the total proposed awards under each plan in accordance with the rules governing each plan. The NRC recommends for the Board’s endorsement a framework of remuneration which covers all aspects of remuneration, including but not limited to salaries, allowances, bonuses, benefits-in-kind and specific remuneration packages for each Executive Director. Non-Executive Directors do not receive remuneration from the Company. The NRC aims to build a capable and committed management team through competitive compensation packages and progressive policies which are aligned with the long-term interests and risk policies of the Group, and which can attract, retain, and motivate a pool of talented employees to drive business growth and strategy while creating longterm shareholder value. The NRC also reviews the Group’s potential obligations and liabilities arising from any termination of the employment contract of the Executive Chairman and CEO, and KMP. The NRC is of the view that the termination clauses are fair and 133 ANNUAL REPORT 2023
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