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ESR Group Limited Annual Report 202477STRATEGIC REPORTSCORPORATE GOVERNANCEFINANCIAL STATEMENTSMALUS AND CLAWBACKMalus and clawback provisions are in place to allow the Board the discretion, in the event of serious misconduct, a material misstatement in the Company%u2019s financial statements or other circumstances, to reduce the number of shares underlying the awards and/or share options before they are vested or exercised; and/or to reduce or clawback any shares which have already been transferred to the participant upon vesting or exercise.The circumstances in which the Board may consider that it is appropriate to exercise its discretion may, without limitation, include the following:(i)a material misstatement or restatement in the audited financial accounts of any Group Company (other than as a result of a change in accounting practice);(ii)the negligence, fraud or serious misconduct of a Grantee which results in or is reasonably likely to result in:(a)significant reputational damage to any Group Company (or to a relevant business unit of any Group Company);(b)a material adverse effect on the financial position of any Group Company (or to a relevant business unit of any Group Company); or(c)a material adverse effect on the business opportunities and prospects for sustained performance or profitability of any Group Company (or to a relevant business unit of any Group Company); or(iii)the Grantee being employed or engaged by any Group Company (or the relevant unit of any Group Company) that suffers:(a)significant reputational damage;(b)a material adverse effect on its financial position; or(c)a material adverse effect on its business opportunities and prospects for sustained performance or profitability.OVERVIEW OF REMUNERATIONIn summary, the remuneration framework for KMPs is tabled as follows:Fixed PaySTILTISPurposeTo attract and retain the executive capable of leading and delivering the strategy.Reward the achievement of annual targets aligned to the delivery of sustainable outcomes.Align executive outcomes with long term shareholders%u2019 return and growth.Link to performanceRemuneration for meeting requirements of the role.Benchmarked against the market to maintain competitiveness.Measures aligned to the following but not limited to:%u2022%u0009 MeasurableTargets%u2022%u0009 QualitativeTargetsFor awards that are performance based, these are measured against the following metrics such as:%u2022%u0009 CAGRAUM%u2022%u0009 EBITDA%u2022%u0009 ATSRFor the other awards and options, the schemes are time-based.Delivery%u2022%u0009 Salaries%u2022%u0009 Employeebenefits%u2022%u0009 Contributionstopensionschemes%u2022%u0009 Discretionarybonuses%u2022%u0009 Allowances%u2022%u0009 Benefitsinkind%u2022%u0009 Contributionstopensionschemes%u2022%u0009 Equity-settledshareoptions%u2022%u0009 Shareawards