CORPORATE GOVERNANCE REPORT Rex International Holding Limited 131 6.3 The RC considers all aspects of remuneration, including Director’s fees, salaries, allowances, bonuses, options, share-based incentives and awards, benefits in kind and termination terms, to ensure that they are fair and avoid rewarding poor performance. The RC also reviews the Company’s obligations arising in the event of termination of the Executive Director’s and key management personnel’s contracts of service, to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous. 6.4 Remuneration Consultant The RC may from time to time, where necessary or required, seek advice from independent external consultants in framing the remuneration policy and determining the level and mix of remuneration for Directors and Management, so that the Group remains competitive in this regard. No external remuneration consultant was engaged during FY2025. The remuneration consultant, if appointed, will not have any connection with the Group or any of its Directors or controlling shareholders which could affect their independence and objectivity. Level and Mix of Remuneration Principle 7 The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company. 7.1 Remuneration Structure In setting remuneration packages, the RC will take into consideration the pay and employment conditions within the industry and in comparable companies. The RC also seeks to ensure that the structure of remuneration packages for the Executive Chairman and key management personnel are appropriate in linking rewards with performance and are aligned with the interests of shareholders and promote the long-term success of the Group. 7.2 The remuneration of the Independent Non-Executive Directors and the Non-Independent Non- Executive Director are also reviewed by the RC to ensure that the remuneration is commensurate with the contribution, taking into account factors such as effort, time spent and responsibilities of the respective Non-Executive Directors. Performance Criteria for Remuneration The remuneration received by the Executive Directors and key management personnel takes into consideration his or her individual performance and contribution towards the overall performance of the Group for FY2025. Their remuneration is made up of fixed and variable compensation. The fixed compensation consists of an annual base salary, fixed allowance and annual wage supplement. The variable compensation is determined based on the level of achievement of corporate performance objectives.
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