Page 55 - Continental Reinsurance 2022 Annual Report

Corporate Governance Report 53

The remuneration package of the Managing Director/CEO, Executive Directors and other Senior Executives is a mix of fixed pay
and performance-related elements approved by the Board. The fixed pay comprises basic salary, benefits, and allowances while
the performance-related element consists of an annual performance bonus which is a percentage of the Company's profit before
tax. This is however subject to the approval of the Board and its distribution is based on laid down criteria. Executive Directors do
not receive annual Director's fees and sitting allowance paid to Non-Executive Directors.

8. Directors' Code of Conduct
The Board appreciates that honesty, integrity, and accountability are crucial to the success of the Company's business and, to this
end, has adopted a code of conduct to assist and guide Directors in the discharge of their duties. The purpose of this code is to
promote ethical and honest behaviour amongst Directors and key Executives and to assist Directors in recognizing and dealing
with ethical issues. There was no observed departure from the provisions of this code during the year.

9. Employee Code of Conduct
Employees of the Company are expected to demonstrate the highest level of conduct and ethical standards. The Company has a
clearly defined Code of Conduct and Ethics that guides employees' behaviours. All employees in the Company have
acknowledged receipt of the Code and confirmed that they have read and understood the contents. Procedures are put in place
to ensure compliance and there are disciplinary measures for any established cases of violation. There was no reported violation of
this Code during the year under review.

10. Conflict of interest
The Company's Conflict of Interest Policy specifies a number of principles to be followed by individual Directors regarding
conflict-of-interest situations. The principles include, amongst others, a requirement for Directors to promptly disclose any real or
potential conflict of interest that they may have regarding any matter that may come before the Board or any of its Committees
and the need for such Director to abstain from discussions and voting on any matter in which he or she has or may have a conflict
of interest. There was no real, potential, or perceived conflict of interest situation that was recorded during the year.

11. Human resources strategy
The Human Resources strategy is developed to align with the corporate strategy of the Company. The Human Resources strategy
ensures the development of sound policies, processes and systems that are in line with global best practices to attract, motivate
and retain high talents.

12. Succession Planning
The Company has in place an approved succession plan that ensures the availability of suitable talents to succeed in key positions.
The succession plan is designed to provide a clear and simple process to assist managers in the activities involved in succession
planning. The plan is reviewed annually, and appropriate developmental programmes are put in place for the identified
successors. The developmental programmes are specific to individual successors and the impact on performance is measured
regularly.

13. Diversity
The Company acknowledges that a diverse workforce is of significant social and commercial value and important to being an
inclusive employer, the Company strives to create a work environment that is inclusive to all people regardless of gender, age,
race, disability, religion, and cultural background. Staff distribution by gender for the Company and its subsidiaries is as shown
below:

Total Employees Male Female Male % Female %
Detailed analysis of top management: 75 57 57% 43%
Assistant General Manager
Deputy General Manager Male Female Male % Female %
General Manager 6 1 86% 14%
Executive Director 4 2 67% 33%
Group Managing Director 3 2 60% 40%
1 0
1 0 100%
100%