The remuneration of each Director (including the Group CEO) for FY 2023, including a breakdown in percentage terms of the components of the remuneration, is set out below: CORPORATE GOVERNANCE Fixed Salary* STI* Board/Committee Fees** Other Benefits Total % % % % $ Executive Directors Kwek Leng Beng^ 21.9 73.5 2.4 2.2 6,912,844 Sherman Kwek Eik Tse^+ 28.1 65.6 3.6 2.7 3,515,826 Non-executive Directors Lee Jee Cheng Philip – – 97.4 2.6# 302,776 Philip Yeo Liat Kok – – 100.0 – 95,000 Ong Lian Jin Colin – – 95.4 4.6# 170,776 Daniel Marie Ghislain Desbaillets – – 100.0 – 139,000 Chong Yoon Chou – – 100.0 – 247,000 Chan Swee Liang Carolina – – 96.8 3.2# 244,776 Tang Ai Ai Mrs Wong Ai Ai – – 97.0 3.0# 147,431 Tan Kian Seng1 – – 100.0 – 153,723 Notes: * The fixed salary (inclusive of AWS) and STI, in the form of annual variable bonus, are inclusive of employer’s central provident fund contributions. ** These fees comprise Board and Committee fees as well as meeting attendance fees for FY 2023, which were approved by shareholders as a lump sum at the 2023 AGM. # Non-cash component such as carparks benefits for these Directors. ^ Remuneration of these Directors includes remuneration paid or payable by subsidiaries of the Company. + An LTI grant of $1.35 million is awarded annually for 2023, in addition to the remuneration stated in the above table. This excludes the LTI grant award for 2022 of the same quantum, as disclosed in the 2022 annual report. The final payment to be vested is contingent on the achievement of the predetermined targets over a three-year performance period, which will range from 0% to 200% of the award. 1 Mr Tan Kian Seng was appointed as a Director, and a member of the ARC, on 10 March 2023. Remuneration of KMP (not being a Director or CEO) (Provisions 8.1(b) and 8.3) As described in 'Primary Functions of the Board' under Principle 1 above, members of the ExCo who are also identified as the Company's KMP are the Group CEO (also a Director), the Group GM, the Group COO, and the Group CFO. For FY 2023, the Group Chief Human Resources Remuneration Bands Number of KMP Fixed Salary* STI* LTI** Board/ Committee Fees Other Benefits % % % % % $2,250,001 to $2,500,000 1 27.4 43.6 24.8 3.1 1.0 $1,750,001 to $2,000,000 1 29.1 42.3 26.6 0.1 1.9 $1,250,001 to $1,500,000 1 36.2 44.5 16.3 – 3.1 $250,001 to $500,000 1 55.3 15.0 – – 29.7 * The fixed salary (inclusive of AWS) and STI, in the form of annual variable bonus, are inclusive of employer’s central provident fund contributions. ** This remuneration excludes $1,319,400 of LTI grants awarded to KMP (who are not Directors or the Group CEO) in 2022. The final quantum of the LTI to be vested is contingent on the achievement of the pre-determined targets over a three-year performance period, starting from 2022, which will range from 0% to 200% of the award. The Board, on the recommendation of the RC, has considered Provision 8.1 of the CG Code in the context of the Group and after careful consideration, believes that the disclosures provided above are sufficiently transparent in giving an understanding of the remuneration of the KMP (who are not Directors or the Group CEO), the procedure for determining remuneration and the linkages between remuneration, performance and value creation. Remuneration of Directors’ Immediate Family Members for FY 2023 (Provision 8.2) There are no other employees of the Company who are substantial shareholders of the Company or immediate family members of a Director or of the Group CEO, and whose remuneration exceeded $100,000 during the year. Share Option Schemes (Provision 8.3) Whilst the Company currently does not have a share option scheme or an LTI in the form of a share awards plan, it is open to establishing such a scheme or plan to further promote alignment towards long-term objectives. ACCOUNTABILITY AND AUDIT Principle 9: Risk Management and Internal Controls The Company maintains an adequate and effective system of internal controls (including financial, operational, compliance and IT controls) and risk management systems to safeguard stakeholders’ interests and the Group’s assets. The Board has overall responsibility for the governance of risk, including determining the risk strategy, risk appetite and risk limits, as well as the risk policies. Oversight of Risk Management (Provision 9.1) The ARC assists the Board in carrying out the Board’s responsibility of overseeing the Group's Enterprise Risk Management ("ERM") framework and policies for the Group and ensuring that Management maintains a sound system of internal controls and risk management. The Management Risk Committee ("MRC") comprising Senior Management and relevant key executives, meets with the ExCo to discuss material risks and the adequacy and effectiveness of mitigations on a regular, at least quarterly basis. The meeting is facilitated by the ERM function. The ARC receives regular reports on the risk management activities of the Company and updates on the ERM framework. Key risks including Tier 1 risks are reviewed regularly or at least quarterly and refreshed to ensure that relevant emerging risks are being considered and included for proper assessment, monitoring and reporting as appropriate. Based on the reports of the MRC, the ARC is satisfied that significant risks identified are assessed, managed and monitored adequately within the Group’s ERM Framework. The ERM Framework includes a periodic review of the risk appetite statements and risk appetite and tolerance limits for these key risks, which statements and limits are considered and endorsed by the ARC and the Board. Having regard to the risks which the Group is exposed, the likelihood of such risks occurring and the risk tolerance accepted by the Group, a system of internal controls has been designed and put in place by Management to provide reasonable assurance that assets are safeguarded, and transactions are authorised and properly recorded to enable the preparation of true and fair financial statements and maintain accountability of assets. The internal and external auditors, pursuant to their respective terms of reference and appointment, report to the ARC any audit findings relating to internal controls, and the ARC reviews the adequacy of the actions taken by Management to address the recommendations of the internal and external auditors. Officer, Ms Tan Li Lian was also identified as a KMP and resigned during the year. The aggregate remuneration paid to the KMP of the Company in respect of FY 2023, excluding the Directors and the Group CEO (whose remuneration have been disclosed in the Directors' and Group CEO's remuneration table above), is $6,128,739, which amount included directors' fees paid or payable by subsidiaries of the Group. The remuneration of the KMP (who are not Directors or the Group CEO) for FY 2023 is set out below in remuneration bands of $250,000: CORPORATE GOVERNANCE 51 50 CORPORATE GOVERNANCE ANNUAL REPORT 2023 CITY DEVELOPMENTS LIMITED
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