Annual Report 2023

ANNUAL REPORT 2023 41 3. to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives; 4. to review and approve compensation payable to Executive Directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive; 5. to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; 6. to make recommendations to the Board on the remuneration of Non-executive Directors and Independent Non-executive Directors; 7. to ensure that no Director or any of his associates is involved in deciding that director’s own remuneration; 8. to consult the Chairman and/or the chief executive about their remuneration proposals for other Executive Directors. The Committee should have access to independent professional advice if necessary; 9. to review and/or approve matters relating to share schemes under chapter 17 of the Listing Rules; and 10. to consider other topics as defined by the Board. Pursuant to code provision E.1.5 of the Corporate Governance Code, the annual remuneration of the members of senior management (excluding Directors) by band for the year ended 31 December 2023 is set out in note 10 to the consolidated financial statements. During the year, the Remuneration Committee has reviewed and recommended for approval by the Board the remuneration of the Directors and senior management with reference to the nature of their work, complexity of the responsibilities and performance. No Director took part in any discussion about his own remuneration. According to the Directors’ Remuneration Policy, the emolument payable to Directors will depend on their respective contractual terms under employment contracts, if any, and as recommended by the Remuneration Committee. Details of the Directors’ remuneration are set out in note 9 to the consolidated financial statements. The major roles and functions of the Remuneration Committee are as follows: 1. to make recommendations to the Board on the Company’s policy and structure for all Directors’ and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy; 2. either (i) to determine, with delegated responsibility, the remuneration packages of individual Executive Directors and senior management; or (ii) to make recommendations to the Board on the remuneration packages of individual Executive Directors and senior management. This should include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment. Factors which should be taken into consideration include but not limited to salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group;