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INTRODUCTION ABOUT US MANAGEMENT APPROACH
CORPORATE GOVERNANCE REPORT
5. DIRECTORS’ DUTIES, REMUNERATION AND PERFORMANCE (CONTINUED)
Remuneration Policy (Continued)
Please refer to Other Statutory Disclosures on page 127 for a table of total emoluments and benefits received by Directors from the Company and subsidiary companies for the year ended June 30, 2022. Non-Executive Directors received annual directorship fees only and no remuneration in the form of share options or bonuses associated with the organisation’s performance. The current remuneration package of the Group CEO comprises a basic salary, an annual performance bonus and other benefits in kind. The proportion of variable pay to fixed pay is significant and aims at aligning the interests of the Group CEO to those of the Group.
Long-term Incentive Plan
The Company does not have any long-term incentive plan. A ‘Performance Management System’ is being designed to reward employees based on the achievement of short term and long term objectives.
Share Option Plan
The Company does not have any Share Option Plan.
Board Evaluation
At the initiative of the Corporate Governance Committee, a Board evaluation, in the form of a questionnaire and which covered, inter alia, the key aspects of the Board’s function, was commissioned in 2020. All the members of the Board were consulted and the report was communicated to the Board in view of improving its effectiveness and its functioning.
In accordance with the Board Charter, the Board, its Committees and the Directors are assessed on a biennial basis. Upon recommendation of the Corporate Governance Committee, it was decided to exceptionally postpone the Board evaluation exercise due in FY2022, in view of enabling the new Chairman to get acquainted with the functioning of the Board and the affairs of the Group prior to carrying out such an exercise.
6. RISK GOVERNANCE AND INTERNAL CONTROL
Risk Governance
The Group is committed to instilling a risk and performance culture. To this end, a risk governance framework is key. Our framework is detailed hereunder:
Risk Governance
The Board of Directors is responsible for the governance of risks and embeds a robust risk management framework as a core competency. The Group’s internal control system is designed to manage the risk of failure to achieve business objectives. The Board is ultimately responsible for the setting up and monitoring of the risk governance process, including setting the risk appetite, and the adequacy and effectiveness of internal control systems.
The Risk Monitoring Committee and Audit Committee assist the Board in the discharge of its duties in relation to risk management and internal control respectively.
Management is responsible for implementing internal control and risk management systems under the supervision of the Audit Committee and of the Risk Monitoring Committee respectively to ensure their effectiveness. The aim is to ensure that the assets of the Group are safeguarded, that proper accounting records are maintained and that the strategies and policies adopted by the Board are being implemented. The Board acknowledges that the Group’s systems of risk management and internal controls provide reasonable, but not absolute assurance that the Group will not be adversely affected by an event that can be reasonably foreseen.
Please refer to pages 42 to 51 of this report for our Risk Report.
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UBP INTEGRATED REPORT 2022