REMUNERATION MATTERS Procedures for Developing Remuneration Policies Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration. Provision 6.1 (Terms of reference of the Remuneration Committee) The terms of reference of the RC have been approved and adopted. The functions of the RC include the following: (a) reviewing and recommending to the Board a framework of remuneration for the Board and key management personnel; (b) reviewing and recommending to the Board the specific remuneration packages for each Director as well as for the key management personnel; (c) reviewing and recommending to the Board the terms of renewal of the service contracts of Directors; (d) reviewing and recommending to the Board whether Executive Directors and key management personnel should be eligible for benefits under long-term incentive schemes, and evaluating the costs and benefits of long-term incentive schemes; and (e) reviewing the Company’s obligations arising in the event of termination of the Executive Directors’ and key management personnel’s contracts of service, to ensure that such contracts of service contain fair and reasonable termination clauses. Provision 6.2 (Composition of the RC) The RC comprises Mr David Yan Kin Pung, Mr Ali Hery and Mr Tai Mern Tze, all of whom are non-executive and independent Directors. The chairman of the RC is Mr Tai Mern Tze. Provision 6.3 (Remuneration terms) The RC considers all aspects of remuneration including but not limited to director fees, salaries, allowances, bonuses, options, share-based incentives and awards, benefits-in-kind and termination terms to ensure they are fair. Provision 6.4 (Remuneration consultants) The RC has access to appropriate external expert advice in the field of executive compensation, where required. No Director is involved in deciding his own remuneration. The Company continued engaging Aon Solutions Singapore Pte Ltd as remuneration consultants to conduct a benchmarking exercise on executive compensation, in light of the expansion of the Group’s operations. The consultants maintained their independence, as they had no relationship with the Group that could compromise their objectivity. The RC and Board reviewed and endorsed the consultants’ recommendations. Level and Mix of Remuneration Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company. Provision 7.1 (Performance-related remuneration) A significant and appropriate proportion of Executive Directors’ and key management personnel’s remuneration is structured so as to link rewards to corporate and individual performance. Performancerelated remuneration is aligned with the interests of shareholders and other stakeholders and promotes the long-term success of the Company. In setting remuneration packages, the Company takes into account pay and employment conditions within the same industry and in comparable companies, as well as the Group’s relative performance and the performance of individual Directors and key management personnel. Remuneration for the Executive Directors includes a basic salary component, allowances together with other benefits in kind and a variable component based on the performance of the Group as a whole. The Company has entered into service agreements with its Executive Chairman and CEO, Mr Charles Antonny Melati and its Executive Director, Mr Dhamma Surya. Either party may terminate the service agreements at any time by giving the other party not less than six months’ notice in writing, or payment in lieu of notice. Provision 7.2 (Non-executive Directors) Non-executive Directors receive director fees for their effort and time spent, responsibilities and contributions to the Board, subject to shareholders’ approval at annual general meetings. Given the size and operations of the Group, the RC considers the current fees adequately compensate the non-executive Directors, without over-compensating them as to compromise their independence. Provision 7.3 (Attract, retain and motivate) The Company has remuneration schemes (including the Geo Energy Share Option Scheme and the Geo Energy Performance Share Plan) to attract, retain and motivate the Directors to provide good stewardship of the Company and key management personnel to successfully manage the Company for the long term. 31 GEO ENERGY | ANNUAL REPORT 2025
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