Remuneration Policies and Practices



GOVERNANCE
The Remuneration Committee was established by the Board of Directors to implement the Board’s policies and procedures on remuneration including reviewing and recommending matters relating to the remuneration of the Board and Senior management.

The Remuneration Committee written terms of Reference which deals with its authority and duties are disclosed on the Company’s website.

PRINCIPLES
The Company supports levels of remuneration and compensation to be in line with the long term interests of the Company’s stakeholders and risk policies of the Company, and should be appropriate to attract, retain and motivate the Directors to provide good stewardship of the Company and key management personnel to successfully manage the Company at a competitive cost. The Company strives to ensure that the remuneration packages reflect the relevant duties and responsibilities, are fair and equitable.

PERFORMANCE MEASURES
The remuneration levels for the Non-Executive Directors, the Executive Directors and the key Management personnel are reviewed each year and the factors used in the assessment and review are, amongst others, job profile, achievements, qualifications, expertise, performance of the Group as well as performance and contribution of the individual. To ensure the competitiveness, the Company’s remuneration levels are benchmarked against a peer group of companies from related sectors of similar size and scope.

FORMS OF REMUNERATION
Summary of remuneration elements for Executive Director, Key Management Personnel, the Board the Non-Executive Directors

Element Purpose Operation Performance Metrics
Executive Directors and Executive Team
Base salary Recruit, reward and retain high Calibre talent needed to execute and deliver the Company’s strategic objectives Base salary reflects level, role, skills, experience, the competitive market and individual contribution Base salaries are reviewed annually taking into account general economic and market conditions; particular circumstances such as changes in scope and responsibility of role, and individual performance Executive Director has service contracts The performance of both the Company and individual and key considerations
Allowances and benefits Reflect market level of benefits as appropriate for individual circumstances Allowances and benefits comprise cash allowances and non-cash benefits such as travel related benefits (Company car, car allowance and private use of a driver) health related benefits and risk benefits Expensed incurred in the performance of duties for the Company will be reimbursed. None
Performance based bonus Incentivise and recognise the achievement of annual financial and strategic business targets Performance measures and targets setting taking into account the annual budgets set by the Board, internal forecast and prevailing economic environment. The bonus is based on achievement of the Company’s key quantitative financial, operational and strategic measures.
Board and Non-Executive Directors (NEDs)
Board and NEDs Fees Attract and retain high calibre non-executive talent with appropriate experience or industry related skills by offering market competitive fees levels
  • Board Chairman receives an all-inclusive annual retainer fee.
  • NEDs receive an annual retainer fee for membership of the Board.
  • Board Chairman and NEDs receive sitting fees for attending Board meetings and Board Committee meetings.
  • Members of Audit Committee receive monthly fees
Fees levels are reviewed annually and determined by the full Board, taking into account the time commitment, responsibilities and other circumstances it deems relevant. Fees and any benefits payable to be approved at genera meeting.		 None
 
APPLICATION
This Remuneration Policies and Practices have been approved by the Board on 29 March 2018.