Annual Report 2023

154 2023 Annual Report Transport International Holdings Limited REMUNERATION REPORT The Board delegates authority to the Remuneration Committee to ensure that the Company adopts remuneration policies which are fair, properly structured and in line with the interests of Directors, staff members and other stakeholders of the Company. The Committee is composed of five members, three of whom are Independent Non-executive Directors and the other two are Non- executive Directors. The Committee is chaired by Independent Non-executive Director Dr John CHAN Cho Chak, GBS, JP, who is also the Deputy Chairman of the Company. The other members are Independent Non-executive Director Dr Eric LI Ka Cheung, GBS, OBE, JP, Independent Non-executive Director Professor LIU Pak Wai, SBS, JP, Non-executive Director Ms Winnie NG, JP and Non-executive Director Mr LUNG Po Kwan. The Remuneration Committee makes recommendations to the Board on the remuneration packages of the Directors and employees of the Company and its subsidiaries. The level of remuneration is determined in accordance with the principles of performance, fairness, transparency and market competitiveness. The Group’s remuneration packages are designed to attract, retain and motivate high-calibre individuals who will make significant contributions to the Group. The Remuneration Committee is authorised to obtain independent professional advice on relevant issues if required. The main remuneration policies adopted by the Group are as follows: Remuneration policy and practice, including those relating to the Directors, should be fair, transparent and compliant with relevant legislation; No Director or member of Senior Management should be involved in deciding his/her own remuneration; and Directors and employees should be rewarded on a fair basis according to their merits, job responsibilities, qualifications and experience, with reference to market practices and packages for similar posts offered by comparable companies. The Remuneration Committee’s written terms of reference, which are published on the Company’s website, comply with the Code Provisions set out in Appendix C1 of the Listing Rules. The main duties of the Committee are: Determining the remuneration policies in respect of the remuneration of Directors and employees of the Group for approval by the Board; Setting appropriate assessment criteria for performance-related bonuses for employees, having regard to their achievement against said criteria and with reference to market norms and the Group’s business objectives and targets; Establishing guidelines for determining the remuneration of Directors, including the terms and conditions of employment, remuneration and retirement benefits of the Executive Director(s); Reviewing and making recommendations to the Board on the remuneration packages of individual Executive Director(s), Senior Management and Non-executive Directors; and Reviewing and considering proposals submitted by the Managing Director on human resources and related policies and making appropriate recommendations to the Board.