ESR Group Limited Interim Report 2023 Corporate Governance and Other Information 43 STAFF AND REMUNERATION The Group had 2,201 employees as at 30 June 2023. The Group provided competitive remuneration package to its employees and encouraged training programs to improve their knowledge and skills, and promoted cross-market and cross-cultural cooperation to nurture their sense of belonging to the Group. The remuneration packages are determined with reference to the experience, level of responsibilities, time commitment and contributions of each individual, the Company’s performance and the prevailing market conditions. Any discretionary bonus and other merit payments depend on the profit performance of the Group and individual performance of Directors, senior management and other employees. The remuneration levels are sufficient to attract and retain directors to run the Company successfully without paying more than necessary. The Group reviews its remuneration policy on a regular basis. During the period from 1 January 2023 to 30 June 2023, the remuneration of the Group (including salaries, retirement benefits, other welfares and post-employment benefits) to all employees including Directors amounted to US$138,523,000, representing an increase of 3% compared to period from 1 January 2022 to 30 June 2022. We have share schemes in place to act as incentive to recognise the contributions made by the employees, executives, officers and directors of the Group, to retain them for the continuing operation and development of the Group and to attract suitable personnel for further development of the Group. For further details, please refer to the paragraph “KM ESOP, Tier 1 ESOP, Post-IPO share option scheme and Long Term Incentive Scheme” under this section. INTERIM DIVIDEND The Board has resolved to declare an interim dividend of HK$12.5 cents per Share for the financial year ending 31 December 2023 (2022: HK$12.5 cents per share), representing a total payout of approximately HK$547 million (2022: approximately HK$556 million), payable on Friday, 29 September 2023, to shareholders whose names appear on register of members of the Company at the close of business on Thursday, 14 September 2023, being the record date for determining shareholders’ entitlement to the proposed interim dividend. CLOSURE OF REGISTER OF MEMBERS The register of members of the Company will be closed from Tuesday, 12 September 2023 to Thursday, 14 September 2023, (both days inclusive), during which period no transfer of shares will be effected. In order to qualify for an interim dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Share Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Monday, 11 September 2023. CORPORATE GOVERNANCE PRACTICES The Group is committed to achieving high corporate governance standards to safeguard the interests of its stakeholders. The Company has applied the principles in the Corporate Governance Code (“CG Code”) in Appendix 14 to the Listing Rules by conducting its business by reference to the principles of the CG Code and emphasising such principles in the Company’s governance framework. It is in the opinion of the Directors that the Company has complied with all the code provisions as set out in the Part 2 of the CG Code during the six months ended 30 June 2023. MODEL CODE FOR SECURITIES TRANSACTIONS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (“Model Code”) contained in Appendix 10 to the Listing Rules as its own code of conduct regarding securities transactions of the Company by Directors. The Company has adopted a code of conduct regarding all Directors’, officers and employees’ securities transactions on terms no less exacting than the required standard set out in the Model Code. In response to specific enquiries made, all Directors confirmed that they have complied with the required standards set out in such code regarding their securities transactions throughout their tenure during the six months ended 30 June 2023.
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