Governance, Nominating and Remuneration Committee (GNRC)

The GNRC is a sub-committee of the Board and is responsible for oversight of the Group’s Corporate Governance Framework (as delegated by the Board) to ensure that there are policies and procedures to ensure effective organizational and management processes. The GNRC also oversees the Board and the CEO’s remuneration in accordance with the Company’s policy objectives and supports the Board in fulfilling its duties related to the nomination of Directors. The GNRC advises the Board by way of recommendations regarding the selection of suitable candidate members for the Parent Board, its sub-committees, as well as the boards of directors, sub-committees of all of the Company’s subsidiaries.

The Directors appointed to the GNRC together contribute extensive experience in the areas of Law, Corporate Governance, Sustainability and Environmental Responsibility.

The GNRC met four (4) times in 2022. As at 31st December 2022, the members of the GNRC are the following independent Directors:

Mr. Mark Morgan – Chairman of the Committee

Ms. Krysta De Lima

Ms. Vicki-Ann Assevero

In line with the agenda set for 2022, the GNRC reviewed and made numerous recommendations to the Board, including:

1. The performance and compensation of the Group Chief Executive Officer.

2. The Group’s compensation philosophy and remuneration of independent directors.

3. The continued implementation of the Group’s Sustainability Framework which focuses on the environmental, social and corporate governance (ESG) initiatives across the Group.

4. The Board of Directors’ Skills Matrix.