Sky Blue 11 Company Limited released an updated Terms of Reference for its Remuneration Committee, outlining stricter composition rules, clearer duties, and enhanced disclosure requirements. The charter, first adopted on 2 March 2012 and amended on 1 September 2019, has been further revised with effect from 28 September 2026.

Key changes and reaffirmations include:

1. Committee Structure • Membership must consist of a majority of Independent Non-Executive Directors (INEDs), with an INED serving as chair. • A quorum of two members is required, and at least one formal meeting must be held annually. • The company secretary acts as committee secretary, ensuring minutes are circulated to members promptly.

2. Expanded Responsibilities • Recommending board-level remuneration policies and overseeing a “formal and transparent” pay-setting process for directors and senior management. • Determining or recommending individual packages, including salaries, benefits in kind, pension rights, and termination payments, with reference to corporate goals, peer benchmarks, and intra-group conditions. • Reviewing and approving any compensation linked to loss or termination of office and all dismissal-related arrangements, ensuring alignment with contractual terms and fairness standards. • Overseeing matters related to share schemes under Chapter 17 of the Hong Kong Listing Rules and prohibiting performance-linked equity awards for INEDs to preserve independence.

3. Disclosure & Accountability • The company must disclose its directors’ remuneration policy, senior management pay bands, and named remuneration details in annual reports. • If the board overrides the committee’s recommendations on executive or senior management pay, the rationale must be disclosed in the next Corporate Governance Report. • A significant portion of executive directors’ remuneration will remain performance-linked.

4. Resources & Reporting • The committee is entitled to sufficient resources and independent professional advice to fulfil its mandate. • It will assess its own effectiveness annually and report its findings and recommendations directly to the board. • The committee chair, or an appointed delegate, will attend each Annual General Meeting to address shareholder questions on remuneration governance.

The enhanced charter signals Sky Blue 11’s commitment to robust corporate governance, transparent remuneration practices, and alignment of executive rewards with long-term shareholder interests.