China XLX Fertiliser Ltd

CORPORATE GOVERNANCE REPORTREMUNERATION MATTERSProcedures for Developing Remuneration PoliciesPrinciple 7: There should be a formal and transparent procedure for developing policy on executive remunerationand for fixing the remuneration packages of individual directors. No director should be involved in deciding hisown remuneration.The Remuneration Committee (“RC”) comprises three members, all of whom are independent Directors. Themembers of the RC are:Mr Ong Wei JinMr Ong Kian GuanMr Li Shengxiao(Chairman)(Member)(Member)The RC recommends to the Board a framework of remuneration for the Directors and Executive Officers, anddetermines specific remuneration package for each Executive Director. The recommendations will be submittedfor endorsement by the Board.All aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses and benefitsin kind, will be covered by the RC. Each RC member will abstain from voting on any resolution in respect of hisremuneration package.The RC is responsible for the following:(a)(b)(c)to recommend to the Board a framework of remuneration for the Directors and Executive Officers, andto determine specific remuneration packages for each Executive Director and the CEO (or executive ofequivalent rank);in the case of service contracts, to consider what compensation commitments the Directors’ or ExecutiveOfficers’ contracts of service, if any, would entail in the event of early termination with a view to be fairand avoid rewarding poor performance; andin respect of such long-term incentive schemes (if any) including share schemes as may be implemented, toconsider whether directors should be eligible for benefits under such long-term incentive schemes.The RC will be provided with access to expert professional advice on remuneration matters as and when necessary.The expense of such services shall be borne by the Company.Level and Mix of RemunerationPrinciple 8: The level of remuneration should be appropriate to attract, retain and motivate the directors neededto run the company successfully but companies should avoid paying more than is necessary for this purpose. Asignificant proportion of executive directors’ remuneration should be structured so as to link rewards to corporateand individual performance.In setting remuneration packages, the Remuneration Committee will take into consideration the pay andemployment conditions within the industry and in comparable companies. The remuneration of Non-ExecutiveDirectors is also reviewed to ensure that the remuneration is commensurate with the contribution andresponsibilities of the Directors.The Company will submit the quantum of directors’ fee of each year to the shareholders for approval at each ateach Annual General Meeting.China XLX Fertiliser Ltd.29