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ESR Group Limited Annual Report 202467STRATEGIC REPORTSCORPORATE GOVERNANCEFINANCIAL STATEMENTSRemuneration CommitteeThe Remuneration Committee of the Company was established by a Board resolution passed on 20 May 2019. The terms of reference are published on the websites of the Company and the Stock Exchange.The major functions and duties of the Remuneration Committee include:(a)making recommendations to the Board on the Company%u2019s policy and structure for all Directors and senior management remuneration and on the establishment of a formal and transparent procedure for development of the remuneration policy;(b)reviewing and approving of the management%u2019s remuneration proposals with reference to the Board%u2019s corporate goals and objectives; and(c)making recommendations to the Board on the remuneration packages of individual Executive Directors and senior management.At the date of this annual report, the Remuneration Committee comprises three Directors, including one Non-executive Director, namely Mr Jeffrey David Perlman, and two Independent Non-executive Directors, namely Mr Brett Harold Krause (Chairman of the Remuneration Committee) and Mr Simon James McDonald.During the Year, the Remuneration Committee held a meeting in March 2024 for the determination of the policy for the remuneration of Executive Directors, assessment of the performance of Executive Directors, approval of the terms of Executive Directors%u2019 service contracts and appointment letters for the Independent Non-Executive Directors. For the Executive Directors, their total remuneration includes variable components which are aligned to their performance targets. The Remuneration Committee also reviewed grants of awards under the Long Term Incentive Scheme during the Year. For the awards (%u201cGrants%u201d) granted with less than 12 months of vesting period, the Remuneration Committee considered it appropriate to award the Grants with vesting period of less than 12 months as those Grants would have been granted earlier but for administrative or compliance reasons, those were made in a subsequent batch with a view to putting the relevant grantees in the same position as they would have been in had the Grants been made earlier.The remuneration packages are determined with reference to the experience, level of responsibilities, time commitment and contributions of each individual, the Company%u2019s financial and sustainability performance, prevailing market conditions, and taking into consideration that the remuneration levels are sufficient to attract and retain directors and management with the appropriate experience and expertise to manage the Company. 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 Company reviews its remuneration policy on a regular basis.The remuneration payable to members of senior management by band for the year ended 31 December 2024 is set out beloFor the year ended 31 December20242023Number of IndividualsNumber of IndividualsRemuneration band (USD)Below US$2,000,00053US$2,000,001 to US$4,000,00033Particulars of remunerations of Executive Directors are set out in note 8 to the Consolidated Financial Statements.