SWIRE PROPERTIES ANNUAL REPORT 2023 The Nomination Committee assessed the Board’s diversity taking into consideration salaries paid by comparable by reviewing a comparison against industry and peer group companies, time commitments and responsibilities and companies, and the relevant experience and skillsets of the employment conditions elsewhere in the Group. Directors. The Committee considered that: The terms of reference of the Remuneration Committee • the ratios for the objective criteria (e.g. age, gender and have been reviewed with reference to the CG Code and are ethnicity) amongst Board members were reasonable posted on the Company’s website. • the Company was in a good position in terms of gender In order to be able to attract and retain staff with the diversity compared with its peers appropriate skills, experience and of suitable calibre, the • the Board shall maintain not less than 30% of female Swire group provides a competitive remuneration package members on the Board designed to be commensurate, overall, with those of its Remuneration Committee peer group. This typically comprises salary, housing, retirement benefits, leave-passages and education Full details of the remuneration of the Directors are allowances and, after three years’ service, a discretionary provided in note 9 to the financial statements. bonus. Although the remuneration of executives is not The Remuneration Committee comprises three Non- entirely linked to the profits of the Company, it is Executive Directors, Spencer Fung, Thomas Choi and Adam considered that these arrangements have contributed Fenwick. Two of the Committee members are Independent considerably to the maintenance of a flexible, motivated Non-Executive Directors, one of whom, Spencer Fung, is and high-calibre management team within the Group. Chairman. All the members served for the whole of 2023. The Remuneration Committee reviewed the structure and The Remuneration Committee reviews and approves the levels of remuneration paid to Executive Directors at its remuneration proposals with respect to the Executive meeting in October 2023. At this meeting the Committee Directors and senior management of the Company, with considered a report prepared for it by Mercer Limited, an reference to the Company’s Remuneration Policy and the independent firm of consultants, which confirmed that the Board’s corporate goals and objectives. remuneration of the Company’s Executive Directors was competitive with that paid to equivalent executives in peer The Remuneration Committee exercises the powers of the group companies. Board to determine the remuneration packages of No Director takes part in the determination of his or her individual Executive Directors (including salaries, bonuses, own remuneration. benefits in kind and the terms on which they participate in any provident fund or other retirement benefit scheme), The following fee levels have been approved by the Board: 2023 2024 Fee HK$ HK$ Director’s Fee 575,000 575,000 Fee for Audit Committee Chairman 268,000 268,000 Fee for Audit Committee Member 186,000 186,000 Fee for Nomination Committee Chairman 83,000 83,000 Fee for Nomination Committee Member 60,000 60,000 Fee for Remuneration Committee Chairman 83,000 83,000 Fee for Remuneration Committee Member 60,000 60,000 Details of emoluments paid to each Director in 2023 are set out in note 9 to the financial statements. 103