54 CSE Global Limited REPORT ON CORPORATE GOVERNANCE Executive Director Remuneration The CEO, being the Executive Director, does not receive Directors’ fees. The compensation of the CEO comprises performancerelated elements, which form a significant proportion of his total remuneration package. These performance-related elements are designed to align the interests of the CEO with those of the shareholders such that the CEO’s rewards are linked to the performance of the Group as well as his individual performance. There are appropriate and meaningful measures for the purpose of assessing the CEO’s performance. There is no existing service contract between the Company and the Executive Director. The following table shows the remuneration of the Executive Director (who is also the CEO) for the year ended 31 December 2024: Name Total remuneration (S$’000) Salary (%) Bonus (%) Other Benefits & Provident Fund (%) Share Based Compensation (%) Lim Boon Kheng 2,737 27 26 5 42 The Group’s remuneration policy is to be competitive within its industry and to offer fair and reasonable remuneration packages that are commensurate with competence, level of responsibility, performance and contributions to the Group. Based on this broad principle, the RC has the responsibility and discretion to recommend to the Board the remuneration packages for the Executive Director, all of the Non-Executive Directors and key management personnel of the Group, and the CEO has the responsibility and discretion to determine remuneration packages of all other employees who are non-key management of the Group. The remuneration package for the key management personnel consists of both fixed and variable components. The variable component in the form of profit sharing is based on annual profits and achievement of the mid-to-long term business targets of the individual business units and the Group in the relevant financial year. The Company has implemented a share-based long term incentive plan known as CSE Performance Share Plan (“Share Plan”) in lieu of an existing cash plan on 20 April 2017, details of which are disclosed in the Directors’ Statement. The Share Plan will allow management to further align their interest and share in the future of the Company with the shareholders. The Share Plan is administered by the RC. During the financial year under review, a total of 3,193,023 performance shares (“Performance Shares”) were awarded to the Executive Director and key management personnel of the Company (the “Participants”) for their performance in FY2023. Subsequent to financial year end, on 26 February 2025, a total of 5,220,004 Performance Shares were awarded to the Participants for their performance in FY2024. The Performance Shares were awarded to reward the Participants based on the performance criteria as determined by the RC who is administering the Share Plan. The awards consist of the grant of fully paid shares. The share awards are not subject to a vesting period, but are subject to a selling moratorium period of 1 to 5 years from the date of award against any disposal or sale and/or other dealings in the shares. The Performance Shares were released to the Participants via the release of Treasury shares. The Company does not have any contractual provisions which allow it to reclaim incentive components of remuneration from key executives as such provisions may have a negative impact on attracting and retaining talent in the Company. Remuneration of Top Five Key Management Personnel (“KMP”) To maintain confidentiality of staff remuneration, the names of the top five KMP are not stated. The Company believes that it may not be in the best interest of the Company to disclose the remuneration of key executives on an individually named basis as recommended by the 2018 CG Code. Having considered the highly competitive human resource environment for personnel with the requisite knowledge, expertise and experience in the Company’s business activities, the Company had not disclosed the names of the KMP as this may give rise to recruitment and talent retention issues. There would be negative impact to the Company if members of the experienced and qualified senior management team are poached, which may affect the ability to both nurture a sustainable talent pool and ensure the smooth continuity in leadership critical for the achievement of the strategic objectives of the Company. The Company believes that shareholders’ interest will not be prejudiced as a result of such non-disclosure of the names of the KMP. After considering the recommendations set out in 8.1 and 8.3 of the 2018 CG Code carefully, having taking into account the highly competitive conditions for talent in the industry, the Board is of the view that the Group’s key management personnel’s remuneration shall be disclosed as bands, as laid out in the following table.
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