52 CSE Global Limited REPORT ON CORPORATE GOVERNANCE The Chairman of the RC, Ms Wong Su Yen, is an Independent Director, who is knowledgeable in the field of executive compensation. In addition, the RC has access to the relevant expert advice within the Company. The RC is guided by its terms of reference which is in line with the 2018 CG Code and its responsibilities of the RC include: (a) recommending to the Board the fee framework for Non-Executive Directors; (b) recommending to the Board the framework of remuneration for CEO, and key management personnel (who are not Directors); (c) determining and setting specific remuneration packages (such as annual increments, variable bonuses, long-term incentive awards and other incentive awards or benefits in kind) for each of CEO and key management personnel in accordance with the approved remuneration framework and ensuring that an appropriate proportion of their remuneration is structured so as to link rewards to corporate and individual performance; (d) approving the total bonus pool for distribution to staff of all grades at each year end; (e) administering share plan that may be established from time to time for the Directors and KMP; (f) reviewing the remuneration packages of employees who are related to any Director, substantial shareholder or the CEO; and (g) reviewing the Company’s obligations to ensure that contracts of service of CEO and key management personnel contain fair and reasonable termination clauses. Level and Mix of Remuneration Disclosure of Remuneration Principles 7 and 8 In setting remuneration packages, the RC will take into consideration the pay and employment conditions within the industry the Group operates in as well as companies within the same business segment as there are no exactly comparable companies. In addition, the RC will consider the Group’s relative performance and the key management of the Group when setting the remuneration packages. Non-Executive Director Remuneration FY2024 For FY2024, the following Directors’ Fees framework for determining the Directors’ Fees is set out below: Board and Committees Retainer per annum Attendance Fee Per Physical Meeting a. Main Board - Chairman S$40,000 S$2,000 - Lead Independent Director S$35,000 S$2,000 - Member S$30,000 S$2,000 b. Audit and Risk Committee - Chairman S$25,000 S$2,000 - Member S$12,000 S$2,000 c. Other Committees - Chairman S$12,000 S$1,000 - Member S$6,000 S$1,000 d. Annual Planning Meeting S$2,000 per day
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