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Remuneration Committee

(Extracted from Annual Report 2023)

Full details of the remuneration of the Directors are provided in note 9 to the financial statements.

The Remuneration Committee comprises three Non-Executive Directors, Spencer Fung, Thomas Choi and Adam Fenwick. Two of the Committee members are Independent Non-Executive Directors, one of whom, Spencer Fung, is Chairman. All the members served for the whole of 2023.

The Remuneration Committee reviews and approves the remuneration proposals with respect to the Executive Directors and senior management of the Company, with reference to the Company’s Remuneration Policy and the Board’s corporate goals and objectives.

The Remuneration Committee exercises the powers of the Board to determine the remuneration packages of individual Executive Directors (including salaries, bonuses, benefits in kind and the terms on which they participate in any provident fund or other retirement benefit scheme), taking into consideration salaries paid by comparable companies, time commitments and responsibilities and employment conditions elsewhere in the Group.

The terms of reference of the Remuneration Committee have been reviewed with reference to the CG Code and are posted on the Company’s website.

In order to be able to attract and retain staff with the appropriate skills, experience and of suitable calibre, the Swire group provides a competitive remuneration package designed to be commensurate, overall, with those of its peer group. This typically comprises salary, housing, retirement benefits, leave-passages and education allowances and, after three years’ service, a discretionary bonus. Although the remuneration of executives is not entirely linked to the profits of the Company, it is considered that these arrangements have contributed considerably to the maintenance of a flexible, motivated and high-calibre management team within the Group.

The Remuneration Committee reviewed the structure and levels of remuneration paid to Executive Directors at its meeting in October 2023. At this meeting the Committee considered a report prepared for it by Mercer Limited, an independent firm of consultants, which confirmed that the remuneration of the Company’s Executive Directors was competitive with that paid to equivalent executives in peer group companies.

No Director takes part in the determination of his or her own remuneration.

The following fee levels have been approved by the Board:

Details of emoluments paid to each Director in 2023 are set out in note 9 to the financial statements.